ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby...

52
ANNUAL REPORT 2010-11 SANKHYA INFOTECH LIMITED Regd. Office: # 405 NSIC EMDBP Bldg, ECIL P.O., Hyderabad, AP, India 500 062. Phone +91-40-3024 6300 Fax : +91-40-3024 6336 Email : [email protected] website: www.sankhya.net

Transcript of ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby...

Page 1: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

ANNUAL REPORT2010-11

SANKHYA INFOTECH LIMITEDRegd Office 405 NSIC EMDBP BldgECIL PO Hyderabad AP India 500 062Phone +91-40-3024 6300Fax +91-40-3024 6336Email investorssankhyanetwebsite wwwsankhyanet

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Sl No Particulars Page No

1 Company Information 3

2 Financial Highlights 4

3 Chairmanrsquos Message 5

4 Notice 6

5 Operational Highlights 9

6 Directors Report 10

7 Annexure - 1 Subsidiary Companies Details 12

8 Annexure - 2 Management Discussion amp Analysis 13

9 Annexure - 3 Report on Corporate Governance 13

10 Annexure - 4 CEOrsquos Declaration 20

11 Annexure - 5 Auditors Certificate on Corporate Governance 20

12 Auditors Report on Financial Statements 21

13 Balance Sheet 23

14 Profit and Loss Account 24

15 Schedules forming part of Balance Sheet and Profit and Loss Account 25

16 Cash flow statement 29

17 Significant Accounting Policies and Notes on Accounts 30

18 Balance Sheet Abstract amp Companys General Business Profile 35

19 Auditors Report on Consolidated Financial Statements 36

20 Consolidated Balance Sheet 37

21 Consolidated Profit and Loss Account 38

22 Schedules forming part of Consolidated Balance Sheet and Profit and Loss Account 39

23 Consolidated Cash Flow Statement 43

24 Significant Accounting Policies and Notes to Consolidated Accounts 44

25 Attendance slip and Proxy form 47

Contents`

Shareholders to bring their copy of Annual Report(Annual Reports are not ciruclated at the meeting)

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COMPANY INFORMATION

BOARD OF DIRECTORS

Mr NSridhar Chairman amp Managing DirectorMr NSrinivas Vice ChairmanMs MKavita Prasad Independent DirectorMr Mahesh Bhandari Independent DirectorMr CAnand Independent Director

AUDIT COMMITTEE

Mr CAnandMs MKavita PrasadMr NSrinivas

INVESTORS GRIEVANCE COMMITTEE

Mr CAnandMs MKavita PrasadMr NSridharMs Apeksha Mehta - Compliance Officer

REMUNERATION amp COMPENSATION COMMITTEE

Mr Mahesh BhandariMs MKavita PrasadMr CAnand

OUR EXECUTIVE LEADERSHIP TEAM

Head of RampD and CTO Mr BSS Srinivasa Rao

Head of Simulation BrigVinay Sagar VSMamp Virtual Training

Head of Corporate amp Mr David DeepakInternational Sales

Software Solutions Mr BAnandDelivery

Client Relations amp Mr Jagadish PaiSupport

Finance amp Ms Apeksha MehtaCompliance Officer

REGISTERED OFFICE

405 NSIC EMDBP Building ECIL POSTHYDERABAD - 500062 INDIATel +91-40-3024-6300Fax +91-40-3024-6336Email investorssankhyanetURL httpwwwsankhyanet

REGISTRARS amp TRANSFER AGENTSCANBANK COMPUTER SERVICES LTDJ P ROYALE 1ST FLOOR 218 2nd MainSampige Road( Near 14th Cross )Malleswaram Benguluru- 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacom

AUDITORS

Ms P Murali amp CoChartered Accountants6-3-65523SomajigudaHyderabad - 500082

BANKERS

State Bank of IndiaCommercial BranchBegumpetSecunderabad - 500003

LISTING

The Bombay Stock Exchange LtdScrip ID SANKHYAINScrip Code 532972Group BFace value 1000

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SANKHYA INFOTECH LIMITED

FINANCIAL HIGHLIGHTS

REVENUE (` Crores)REVENUE (` Crores)

EBITDA (` Crores)

EBITDA (` Crores)

PAT (` Crores)PAT (` Crores)

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CHAIRMAN MESSAGE

Dear ShareownersIt is an honour and a moment of great pride for me to serve this fascinating organization as its third Chairman Mydistinguished predecessors have made exemplary contributions to the growth and provided leadership duringvarious turbulent times While thanking you for the support that you have so generously extended to the previousChairmen I urge you to guide my team and me in our task to build a much stronger Sankhya now

Tough times dont last but tough men do is an apt statement that describes the leadership team of yourcompany Despite the pain the company had to go for through three successive years because of the problemsassociated with the Income Tax and the uncertainty in the global economy we successfully stood the severe testit had put on our ability to sustain We made some mistakes but kept our discipline and charged ourselves toemerge out of those challenging times

My parents have themselves seen several challenges in their lives and have imbibed the values of integrityhonesty and commitment into me I take pledge to serve your organization with strong adherence to these valuesI ask you not to simply trust me but trust your values our values and hold me responsible to living up to them

Some opportunities and precious time may have been lost during these three years but they could not shake ourwill commitment and the ability to grow the company to greater heights

I am delighted that the company has emerged triumphantly and has marched ahead with better performance thisyear This performance is all the more remarkable because our talented team achieved it Confidently I can saythat the raise of the company has only begun now

In our pursuit to create a globally reputed organization I can say with humility that we are the pioneers in manyareas Your company is the first company in the world to have launched the web-based simulation for the AviationIndustry - and was appreciated by the US Federal Aviation Administration Your company holds the uniquedistinction of being the first ever Indian IT company to be able to sell a ldquoSoftware Productrdquo to any AmericanDefense Organization

The biggest strength that I derived when I took over as a Chairman is the strong support of its investors Severalof them met me directly to express their support As a company we have been able to emerge stronger onlybecause of this help from all of you

This is my first opportunity to be able to reach you I assure you we will create an appropriate infrastructure to bein constant touch with you

One of the major developments of the previous year has been the strategic investment from HBL Power SystemsLimited We work in similar markets sometimes-same clients however the biggest advantage comes from thefact that we can provide collaborative services that enhances the value proposition to our clients

Proven reliability of our products at several reputed clients makes us confident to pursue Business to Consumer(B2C) market even as we target to expand our footprint in the Business-to-Business (B2B) model

Your company is expanding its market domains Recently your company emerged highly successful in theBanking Finance Securities amp Insurance (BFSI) market by winning the largest bank contract of India from StateBank Group and a follow on contract from Union Bank of India

We crossed a major milestone in our pursuit to offer world class Simulation and Virtual Training products Yourcompany recently delivered an advanced simulation product to the Indian Defense forces

As I said already we have just begun a new journey now experiences of our past mistakes associations andfailures have taught us lessons that we shall never forget We will be vigilant and as famous American PresidentRonald Regan said To whatever history will recall about me I hope you will recall that I have appealed to yourbest hopes and not your worst fears to your confidence rather than your doubts

Sincere regardsNSridharChairman amp Managing Director

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NOTICENotice is hereby given that the 14th Annual General Meeting of theMembers of SANKHYA INFOTECH LIMITED will be held on FridaySeptember 30th 2011 at 1000 am at NSIC BUILDING ECIL POSTHYDERABAD -500062 to transact the following businessOrdinary Business1 To receive consider and adopt the Balance Sheet and Profit amp

Loss Account as at 31st March 2011 together with Schedules thereto and the Reports of Board of Directors and Auditors thereon

2 To appoint a Director in place of Ms Kavita Prasad who retires byrotation and being eligible offers herself for re-appointment

3 To appoint Ms P Murali amp Co Chartered Accountants as StatutoryAuditors of the Company to hold office from the Conclusion of thisAnnual General Meeting to the Conclusion of next Annual GeneralMeeting at such remuneration as may be mutually agreed

Special Business4 To consider and if thought fit to pass with or without

modification(s) the following resolution as a SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Sridhar as Chairman amp Managing Directorof the Company for period of 3 year wef 1st April 2011 on thefollowing terms and conditionsTerms and Conditions of extension of Appointment of MrN SridharChairman amp Managing Director of the Company with effect from1st April 2011 till 31st March 2014a Salary ` 300 Lakhs (Rupees Three Lakhs) per month

inclusive of all Allowances and perquisitesb Perquisite In addition to the salary he shall also be entitled

to perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites whichshall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the Income

Tax Act 1961f Gratuity payable at a rate not exceeding half a months

salary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 15 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER that in pursuance of the provision of Section198(4) and read with Schedule XIII to the Companies Act 1956 theabove may be paid as the minimum remuneration to Mr N SridharChairman amp Managing Director in the absence or inadequacy of profitsin any financial yearRESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution5 To consider and if thought fit to pass with or without

modification(s) the following resolution as SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Srinivas as Vice Chairman of the Companyfor period of 3 year wef 1st April 2011 on the following terms andconditions

Terms and conditions of extension of Appointment of Mr N Srinivas asVice Chairman of the Company with effect from 1st April 2011 till 31stMarch 2014

a Salary ` 300 Lakhs (Rupees Three Lakhs) per monthinclusive of all Allowances and perquisites

b Perquisite In addition to the salary he shall also be entitledto perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites which

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shall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the IncomeTax Act 1961

f Gratuity payable at a rate not exceeding half a monthssalary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 05 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution6 To consider and if thought fit to pass with or without

modification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr Mahesh Bhandari who was appointedby the Board as an Additional Director of the Company with effectfrom 1st October 2010 and who holds office upto the date of thisAnnual General Meeting pursuant to Section 260 of the CompaniesAct 1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

7 To consider and if thought fit to pass with or withoutmodification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr C Anand who was appointed by theBoard as an Additional Director of the Company with effect from1st October 2010 and who holds office upto the date of this AnnualGeneral Meeting pursuant to Section 260 of the Companies Act1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

NOTES1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

ANNUAL GENERAL MEETING IS ENTITLED TO APPOINTA PROXY OR PROXIES TO ATTEND AND VOTE ON POLLINSTEAD OF HIMSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANYThe instrument appointing proxy should however be deposited atthe registered office of the Company not later than 48 hours beforethe scheduled commencement of the meeting

2 Corporate members are requested to send a duly certified copy ofthe Board Resolution authorizing their representative to attend andvote at the Annual General Meeting

3 Explanatory Statement stating all the material facts relating to theaforesaid Special Business contained in item 5 pursuant toSection 173(2) of the Companies Act 1956 is annexed hereto

4 The Register of Members and Share Transfer Books of theCompany will be closed from 24th September 2011 to 30thSeptember 2011 (both days inclusive)Members are requested to intimate immediately any change intheir address to the Share Transfer Agents Address Ms CanbankComputer Services Ltd (A Subsidiary of Canara Bank) JPRoyale 1st Floor 218 2nd Main Sampige Road (Near 14thCross) Malleswaram BENGULURU - 560003 Tel +91 80-23469661 62 234966465 Fax +91 80-23469667 68 and incase their shares are held in dematerialized form this informationshould be passed on to their respective Depository Participantswithout any delay

5 Members Proxies are requested to bring the Attendance slip dulyfilled in

6 Members holding shares in electronic form are hereby informedthat bank particulars registered against their respective depositoryaccounts will be used by the Company for payment of dividendThe Company or its Registrars cannot act on any request receiveddirectly from the Members holding shares in electronic form forany change of bank particulars or bank mandates Such changesare to be advised only to the Depository Participant of the Members

7 We wish to inform you that our Company shares have alreadybeen admitted in both Ms National Securities Depository Ltd(NSDL) and Central Depository Services India Ltd (CDSL) forthe purpose of holding and trading of the shares in electronic modeThe ISIN allotted to Ms Sankhya Infotech Limited isINE877A01013 Members who are holding shares in physicalform are advised in their own interest to immediately apply forDematerialization of their shares to hold the same in an electronicformIn order to dematerialize your shares and convert them intothe electronic form you are requested to open a Beneficiary Accountwith a Depository Participant (DP) and submit a dematerializationrequest along with the original share certificate(s) to a DP withwhom you open a Beneficiary Account The DP in turn will sendyour share certificate(s) to Ms Canbank Computer ServicesLtd (A Subsidiary of Canara Bank) JP Royale 1st Floor 2182nd Main Sampige Road (Near 14th Cross) MalleswaramBENGULURU - 560003 Tel +91 80-23469661 62 234966465Fax +91 80-23469667 68 for dematerialization of shares

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Thereafter you will receive a confirmation from the DP that theshares have been dematerialized and held in the electronic formsubject to meeting the entire statutory requirement for conversionfrom physical mode to the electronic mode

Further as a part of green initiative in the Corporate Governancethe Ministry of Corporate Affairs vide its Circular No172011dated 21st April 2011 permitted service of notices and documentsin electronic mode Hence members are requested to registertheir e-mail IDrsquos with the Companyrsquos Registrar and TransferAgent as per the details given hereunder

For further clarification if any please feel free to write to ourRegistrar amp Share Transfer Agent at the following address

CANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech Ltd

J P ROYALE 1ST FLOOR 218 2nd MainSampige Road ( Near 14th Cross )Malleswaram Benguluru - 560 003

Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668

Email Id canbank_computerdataoneinURL wwwcanbankrtacom

Item 6 amp 7

The members are informed to observe the prudent Corporate

Governance Practice the Board has appointed MrMahesh

Bhandari and Mr C Anand as Additional Directors of the Companywhose proficiency and knowledge will significantly benefit theCompany

As per Section 260 of the Companies Act 1956 they hold officeonly upto this Annual General Meeting The Company hasreceived a notice under Section 257 of the Companies Act 1956along with the necessary deposit proposing the candidature ofaforesaid Directors The Board recommend the above Resolutionset out at Item 6 amp 7 for acceptance

None of the Directors except MrMahesh Bhandari andMr C Anand may be deemed to be concerned or interested inthe Resolution

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

EXPLANATORY STATEMENT

Pursuant to Section 173(2) of the Companies Act 1956

Item 4

Mr N Sridhar Chairman amp Managing Director is a promoterDirector of the Company and has been associated with theCompany since inception in several capacities The Boardrecommends the adoption of the Resolution set out at Item 4

Except Mr N Sridhar and Mr N Srinivas no other Director maybe deemed to be concerned or interested in the Resolution

Item 5

Mr N Srinivas Vice Chairman is a promoter Director of theCompany and has been associated with the Company sinceinception in several capacities The Board recommends theadoption of the Resolution set out at Item 5

Except Mr N Srinivas and Mr N Sridhar no other Director maybe deemed to be concerned or interested in the Resolution

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OPERATIONAL HIGHLIGHTS

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DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

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SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

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13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

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ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

innovations for a Smart future

ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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ESP 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FRA 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Page 2: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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Sl No Particulars Page No

1 Company Information 3

2 Financial Highlights 4

3 Chairmanrsquos Message 5

4 Notice 6

5 Operational Highlights 9

6 Directors Report 10

7 Annexure - 1 Subsidiary Companies Details 12

8 Annexure - 2 Management Discussion amp Analysis 13

9 Annexure - 3 Report on Corporate Governance 13

10 Annexure - 4 CEOrsquos Declaration 20

11 Annexure - 5 Auditors Certificate on Corporate Governance 20

12 Auditors Report on Financial Statements 21

13 Balance Sheet 23

14 Profit and Loss Account 24

15 Schedules forming part of Balance Sheet and Profit and Loss Account 25

16 Cash flow statement 29

17 Significant Accounting Policies and Notes on Accounts 30

18 Balance Sheet Abstract amp Companys General Business Profile 35

19 Auditors Report on Consolidated Financial Statements 36

20 Consolidated Balance Sheet 37

21 Consolidated Profit and Loss Account 38

22 Schedules forming part of Consolidated Balance Sheet and Profit and Loss Account 39

23 Consolidated Cash Flow Statement 43

24 Significant Accounting Policies and Notes to Consolidated Accounts 44

25 Attendance slip and Proxy form 47

Contents`

Shareholders to bring their copy of Annual Report(Annual Reports are not ciruclated at the meeting)

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3

SANKHYA INFOTECH LIMITED

COMPANY INFORMATION

BOARD OF DIRECTORS

Mr NSridhar Chairman amp Managing DirectorMr NSrinivas Vice ChairmanMs MKavita Prasad Independent DirectorMr Mahesh Bhandari Independent DirectorMr CAnand Independent Director

AUDIT COMMITTEE

Mr CAnandMs MKavita PrasadMr NSrinivas

INVESTORS GRIEVANCE COMMITTEE

Mr CAnandMs MKavita PrasadMr NSridharMs Apeksha Mehta - Compliance Officer

REMUNERATION amp COMPENSATION COMMITTEE

Mr Mahesh BhandariMs MKavita PrasadMr CAnand

OUR EXECUTIVE LEADERSHIP TEAM

Head of RampD and CTO Mr BSS Srinivasa Rao

Head of Simulation BrigVinay Sagar VSMamp Virtual Training

Head of Corporate amp Mr David DeepakInternational Sales

Software Solutions Mr BAnandDelivery

Client Relations amp Mr Jagadish PaiSupport

Finance amp Ms Apeksha MehtaCompliance Officer

REGISTERED OFFICE

405 NSIC EMDBP Building ECIL POSTHYDERABAD - 500062 INDIATel +91-40-3024-6300Fax +91-40-3024-6336Email investorssankhyanetURL httpwwwsankhyanet

REGISTRARS amp TRANSFER AGENTSCANBANK COMPUTER SERVICES LTDJ P ROYALE 1ST FLOOR 218 2nd MainSampige Road( Near 14th Cross )Malleswaram Benguluru- 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacom

AUDITORS

Ms P Murali amp CoChartered Accountants6-3-65523SomajigudaHyderabad - 500082

BANKERS

State Bank of IndiaCommercial BranchBegumpetSecunderabad - 500003

LISTING

The Bombay Stock Exchange LtdScrip ID SANKHYAINScrip Code 532972Group BFace value 1000

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SANKHYA INFOTECH LIMITED

FINANCIAL HIGHLIGHTS

REVENUE (` Crores)REVENUE (` Crores)

EBITDA (` Crores)

EBITDA (` Crores)

PAT (` Crores)PAT (` Crores)

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SANKHYA INFOTECH LIMITED

CHAIRMAN MESSAGE

Dear ShareownersIt is an honour and a moment of great pride for me to serve this fascinating organization as its third Chairman Mydistinguished predecessors have made exemplary contributions to the growth and provided leadership duringvarious turbulent times While thanking you for the support that you have so generously extended to the previousChairmen I urge you to guide my team and me in our task to build a much stronger Sankhya now

Tough times dont last but tough men do is an apt statement that describes the leadership team of yourcompany Despite the pain the company had to go for through three successive years because of the problemsassociated with the Income Tax and the uncertainty in the global economy we successfully stood the severe testit had put on our ability to sustain We made some mistakes but kept our discipline and charged ourselves toemerge out of those challenging times

My parents have themselves seen several challenges in their lives and have imbibed the values of integrityhonesty and commitment into me I take pledge to serve your organization with strong adherence to these valuesI ask you not to simply trust me but trust your values our values and hold me responsible to living up to them

Some opportunities and precious time may have been lost during these three years but they could not shake ourwill commitment and the ability to grow the company to greater heights

I am delighted that the company has emerged triumphantly and has marched ahead with better performance thisyear This performance is all the more remarkable because our talented team achieved it Confidently I can saythat the raise of the company has only begun now

In our pursuit to create a globally reputed organization I can say with humility that we are the pioneers in manyareas Your company is the first company in the world to have launched the web-based simulation for the AviationIndustry - and was appreciated by the US Federal Aviation Administration Your company holds the uniquedistinction of being the first ever Indian IT company to be able to sell a ldquoSoftware Productrdquo to any AmericanDefense Organization

The biggest strength that I derived when I took over as a Chairman is the strong support of its investors Severalof them met me directly to express their support As a company we have been able to emerge stronger onlybecause of this help from all of you

This is my first opportunity to be able to reach you I assure you we will create an appropriate infrastructure to bein constant touch with you

One of the major developments of the previous year has been the strategic investment from HBL Power SystemsLimited We work in similar markets sometimes-same clients however the biggest advantage comes from thefact that we can provide collaborative services that enhances the value proposition to our clients

Proven reliability of our products at several reputed clients makes us confident to pursue Business to Consumer(B2C) market even as we target to expand our footprint in the Business-to-Business (B2B) model

Your company is expanding its market domains Recently your company emerged highly successful in theBanking Finance Securities amp Insurance (BFSI) market by winning the largest bank contract of India from StateBank Group and a follow on contract from Union Bank of India

We crossed a major milestone in our pursuit to offer world class Simulation and Virtual Training products Yourcompany recently delivered an advanced simulation product to the Indian Defense forces

As I said already we have just begun a new journey now experiences of our past mistakes associations andfailures have taught us lessons that we shall never forget We will be vigilant and as famous American PresidentRonald Regan said To whatever history will recall about me I hope you will recall that I have appealed to yourbest hopes and not your worst fears to your confidence rather than your doubts

Sincere regardsNSridharChairman amp Managing Director

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SANKHYA INFOTECH LIMITED

NOTICENotice is hereby given that the 14th Annual General Meeting of theMembers of SANKHYA INFOTECH LIMITED will be held on FridaySeptember 30th 2011 at 1000 am at NSIC BUILDING ECIL POSTHYDERABAD -500062 to transact the following businessOrdinary Business1 To receive consider and adopt the Balance Sheet and Profit amp

Loss Account as at 31st March 2011 together with Schedules thereto and the Reports of Board of Directors and Auditors thereon

2 To appoint a Director in place of Ms Kavita Prasad who retires byrotation and being eligible offers herself for re-appointment

3 To appoint Ms P Murali amp Co Chartered Accountants as StatutoryAuditors of the Company to hold office from the Conclusion of thisAnnual General Meeting to the Conclusion of next Annual GeneralMeeting at such remuneration as may be mutually agreed

Special Business4 To consider and if thought fit to pass with or without

modification(s) the following resolution as a SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Sridhar as Chairman amp Managing Directorof the Company for period of 3 year wef 1st April 2011 on thefollowing terms and conditionsTerms and Conditions of extension of Appointment of MrN SridharChairman amp Managing Director of the Company with effect from1st April 2011 till 31st March 2014a Salary ` 300 Lakhs (Rupees Three Lakhs) per month

inclusive of all Allowances and perquisitesb Perquisite In addition to the salary he shall also be entitled

to perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites whichshall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the Income

Tax Act 1961f Gratuity payable at a rate not exceeding half a months

salary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 15 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER that in pursuance of the provision of Section198(4) and read with Schedule XIII to the Companies Act 1956 theabove may be paid as the minimum remuneration to Mr N SridharChairman amp Managing Director in the absence or inadequacy of profitsin any financial yearRESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution5 To consider and if thought fit to pass with or without

modification(s) the following resolution as SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Srinivas as Vice Chairman of the Companyfor period of 3 year wef 1st April 2011 on the following terms andconditions

Terms and conditions of extension of Appointment of Mr N Srinivas asVice Chairman of the Company with effect from 1st April 2011 till 31stMarch 2014

a Salary ` 300 Lakhs (Rupees Three Lakhs) per monthinclusive of all Allowances and perquisites

b Perquisite In addition to the salary he shall also be entitledto perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites which

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ANNUAL REPORT 2010-11

7

SANKHYA INFOTECH LIMITED

shall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the IncomeTax Act 1961

f Gratuity payable at a rate not exceeding half a monthssalary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 05 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution6 To consider and if thought fit to pass with or without

modification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr Mahesh Bhandari who was appointedby the Board as an Additional Director of the Company with effectfrom 1st October 2010 and who holds office upto the date of thisAnnual General Meeting pursuant to Section 260 of the CompaniesAct 1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

7 To consider and if thought fit to pass with or withoutmodification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr C Anand who was appointed by theBoard as an Additional Director of the Company with effect from1st October 2010 and who holds office upto the date of this AnnualGeneral Meeting pursuant to Section 260 of the Companies Act1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

NOTES1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

ANNUAL GENERAL MEETING IS ENTITLED TO APPOINTA PROXY OR PROXIES TO ATTEND AND VOTE ON POLLINSTEAD OF HIMSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANYThe instrument appointing proxy should however be deposited atthe registered office of the Company not later than 48 hours beforethe scheduled commencement of the meeting

2 Corporate members are requested to send a duly certified copy ofthe Board Resolution authorizing their representative to attend andvote at the Annual General Meeting

3 Explanatory Statement stating all the material facts relating to theaforesaid Special Business contained in item 5 pursuant toSection 173(2) of the Companies Act 1956 is annexed hereto

4 The Register of Members and Share Transfer Books of theCompany will be closed from 24th September 2011 to 30thSeptember 2011 (both days inclusive)Members are requested to intimate immediately any change intheir address to the Share Transfer Agents Address Ms CanbankComputer Services Ltd (A Subsidiary of Canara Bank) JPRoyale 1st Floor 218 2nd Main Sampige Road (Near 14thCross) Malleswaram BENGULURU - 560003 Tel +91 80-23469661 62 234966465 Fax +91 80-23469667 68 and incase their shares are held in dematerialized form this informationshould be passed on to their respective Depository Participantswithout any delay

5 Members Proxies are requested to bring the Attendance slip dulyfilled in

6 Members holding shares in electronic form are hereby informedthat bank particulars registered against their respective depositoryaccounts will be used by the Company for payment of dividendThe Company or its Registrars cannot act on any request receiveddirectly from the Members holding shares in electronic form forany change of bank particulars or bank mandates Such changesare to be advised only to the Depository Participant of the Members

7 We wish to inform you that our Company shares have alreadybeen admitted in both Ms National Securities Depository Ltd(NSDL) and Central Depository Services India Ltd (CDSL) forthe purpose of holding and trading of the shares in electronic modeThe ISIN allotted to Ms Sankhya Infotech Limited isINE877A01013 Members who are holding shares in physicalform are advised in their own interest to immediately apply forDematerialization of their shares to hold the same in an electronicformIn order to dematerialize your shares and convert them intothe electronic form you are requested to open a Beneficiary Accountwith a Depository Participant (DP) and submit a dematerializationrequest along with the original share certificate(s) to a DP withwhom you open a Beneficiary Account The DP in turn will sendyour share certificate(s) to Ms Canbank Computer ServicesLtd (A Subsidiary of Canara Bank) JP Royale 1st Floor 2182nd Main Sampige Road (Near 14th Cross) MalleswaramBENGULURU - 560003 Tel +91 80-23469661 62 234966465Fax +91 80-23469667 68 for dematerialization of shares

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SANKHYA INFOTECH LIMITED

Thereafter you will receive a confirmation from the DP that theshares have been dematerialized and held in the electronic formsubject to meeting the entire statutory requirement for conversionfrom physical mode to the electronic mode

Further as a part of green initiative in the Corporate Governancethe Ministry of Corporate Affairs vide its Circular No172011dated 21st April 2011 permitted service of notices and documentsin electronic mode Hence members are requested to registertheir e-mail IDrsquos with the Companyrsquos Registrar and TransferAgent as per the details given hereunder

For further clarification if any please feel free to write to ourRegistrar amp Share Transfer Agent at the following address

CANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech Ltd

J P ROYALE 1ST FLOOR 218 2nd MainSampige Road ( Near 14th Cross )Malleswaram Benguluru - 560 003

Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668

Email Id canbank_computerdataoneinURL wwwcanbankrtacom

Item 6 amp 7

The members are informed to observe the prudent Corporate

Governance Practice the Board has appointed MrMahesh

Bhandari and Mr C Anand as Additional Directors of the Companywhose proficiency and knowledge will significantly benefit theCompany

As per Section 260 of the Companies Act 1956 they hold officeonly upto this Annual General Meeting The Company hasreceived a notice under Section 257 of the Companies Act 1956along with the necessary deposit proposing the candidature ofaforesaid Directors The Board recommend the above Resolutionset out at Item 6 amp 7 for acceptance

None of the Directors except MrMahesh Bhandari andMr C Anand may be deemed to be concerned or interested inthe Resolution

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

EXPLANATORY STATEMENT

Pursuant to Section 173(2) of the Companies Act 1956

Item 4

Mr N Sridhar Chairman amp Managing Director is a promoterDirector of the Company and has been associated with theCompany since inception in several capacities The Boardrecommends the adoption of the Resolution set out at Item 4

Except Mr N Sridhar and Mr N Srinivas no other Director maybe deemed to be concerned or interested in the Resolution

Item 5

Mr N Srinivas Vice Chairman is a promoter Director of theCompany and has been associated with the Company sinceinception in several capacities The Board recommends theadoption of the Resolution set out at Item 5

Except Mr N Srinivas and Mr N Sridhar no other Director maybe deemed to be concerned or interested in the Resolution

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SANKHYA INFOTECH LIMITED

OPERATIONAL HIGHLIGHTS

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10

SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

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SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

innovations for a Smart future

ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

innovations for a Smart future

ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

innovations for a Smart future

ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

innovations for a Smart future

ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

innovations for a Smart future

ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

innovations for a Smart future

ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

innovations for a Smart future

ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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ANNUAL REPORT 2010-11

34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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ltFEFF4f7f752890194e9b8a2d7f6e5efa7acb7684002000410064006f006200650020005000440046002065874ef653ef5728684c9762537088686a5f548c002000700072006f006f00660065007200204e0a73725f979ad854c18cea7684521753706548679c300260a853ef4ee54f7f75280020004100630072006f0062006100740020548c002000410064006f00620065002000520065006100640065007200200035002e003000204ee553ca66f49ad87248672c4f86958b555f5df25efa7acb76840020005000440046002065874ef63002gt DAN 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ESP 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FRA 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 ITA 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 JPN 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Page 3: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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3

SANKHYA INFOTECH LIMITED

COMPANY INFORMATION

BOARD OF DIRECTORS

Mr NSridhar Chairman amp Managing DirectorMr NSrinivas Vice ChairmanMs MKavita Prasad Independent DirectorMr Mahesh Bhandari Independent DirectorMr CAnand Independent Director

AUDIT COMMITTEE

Mr CAnandMs MKavita PrasadMr NSrinivas

INVESTORS GRIEVANCE COMMITTEE

Mr CAnandMs MKavita PrasadMr NSridharMs Apeksha Mehta - Compliance Officer

REMUNERATION amp COMPENSATION COMMITTEE

Mr Mahesh BhandariMs MKavita PrasadMr CAnand

OUR EXECUTIVE LEADERSHIP TEAM

Head of RampD and CTO Mr BSS Srinivasa Rao

Head of Simulation BrigVinay Sagar VSMamp Virtual Training

Head of Corporate amp Mr David DeepakInternational Sales

Software Solutions Mr BAnandDelivery

Client Relations amp Mr Jagadish PaiSupport

Finance amp Ms Apeksha MehtaCompliance Officer

REGISTERED OFFICE

405 NSIC EMDBP Building ECIL POSTHYDERABAD - 500062 INDIATel +91-40-3024-6300Fax +91-40-3024-6336Email investorssankhyanetURL httpwwwsankhyanet

REGISTRARS amp TRANSFER AGENTSCANBANK COMPUTER SERVICES LTDJ P ROYALE 1ST FLOOR 218 2nd MainSampige Road( Near 14th Cross )Malleswaram Benguluru- 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacom

AUDITORS

Ms P Murali amp CoChartered Accountants6-3-65523SomajigudaHyderabad - 500082

BANKERS

State Bank of IndiaCommercial BranchBegumpetSecunderabad - 500003

LISTING

The Bombay Stock Exchange LtdScrip ID SANKHYAINScrip Code 532972Group BFace value 1000

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ANNUAL REPORT 2010-11

4

SANKHYA INFOTECH LIMITED

FINANCIAL HIGHLIGHTS

REVENUE (` Crores)REVENUE (` Crores)

EBITDA (` Crores)

EBITDA (` Crores)

PAT (` Crores)PAT (` Crores)

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ANNUAL REPORT 2010-11

5

SANKHYA INFOTECH LIMITED

CHAIRMAN MESSAGE

Dear ShareownersIt is an honour and a moment of great pride for me to serve this fascinating organization as its third Chairman Mydistinguished predecessors have made exemplary contributions to the growth and provided leadership duringvarious turbulent times While thanking you for the support that you have so generously extended to the previousChairmen I urge you to guide my team and me in our task to build a much stronger Sankhya now

Tough times dont last but tough men do is an apt statement that describes the leadership team of yourcompany Despite the pain the company had to go for through three successive years because of the problemsassociated with the Income Tax and the uncertainty in the global economy we successfully stood the severe testit had put on our ability to sustain We made some mistakes but kept our discipline and charged ourselves toemerge out of those challenging times

My parents have themselves seen several challenges in their lives and have imbibed the values of integrityhonesty and commitment into me I take pledge to serve your organization with strong adherence to these valuesI ask you not to simply trust me but trust your values our values and hold me responsible to living up to them

Some opportunities and precious time may have been lost during these three years but they could not shake ourwill commitment and the ability to grow the company to greater heights

I am delighted that the company has emerged triumphantly and has marched ahead with better performance thisyear This performance is all the more remarkable because our talented team achieved it Confidently I can saythat the raise of the company has only begun now

In our pursuit to create a globally reputed organization I can say with humility that we are the pioneers in manyareas Your company is the first company in the world to have launched the web-based simulation for the AviationIndustry - and was appreciated by the US Federal Aviation Administration Your company holds the uniquedistinction of being the first ever Indian IT company to be able to sell a ldquoSoftware Productrdquo to any AmericanDefense Organization

The biggest strength that I derived when I took over as a Chairman is the strong support of its investors Severalof them met me directly to express their support As a company we have been able to emerge stronger onlybecause of this help from all of you

This is my first opportunity to be able to reach you I assure you we will create an appropriate infrastructure to bein constant touch with you

One of the major developments of the previous year has been the strategic investment from HBL Power SystemsLimited We work in similar markets sometimes-same clients however the biggest advantage comes from thefact that we can provide collaborative services that enhances the value proposition to our clients

Proven reliability of our products at several reputed clients makes us confident to pursue Business to Consumer(B2C) market even as we target to expand our footprint in the Business-to-Business (B2B) model

Your company is expanding its market domains Recently your company emerged highly successful in theBanking Finance Securities amp Insurance (BFSI) market by winning the largest bank contract of India from StateBank Group and a follow on contract from Union Bank of India

We crossed a major milestone in our pursuit to offer world class Simulation and Virtual Training products Yourcompany recently delivered an advanced simulation product to the Indian Defense forces

As I said already we have just begun a new journey now experiences of our past mistakes associations andfailures have taught us lessons that we shall never forget We will be vigilant and as famous American PresidentRonald Regan said To whatever history will recall about me I hope you will recall that I have appealed to yourbest hopes and not your worst fears to your confidence rather than your doubts

Sincere regardsNSridharChairman amp Managing Director

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ANNUAL REPORT 2010-11

6

SANKHYA INFOTECH LIMITED

NOTICENotice is hereby given that the 14th Annual General Meeting of theMembers of SANKHYA INFOTECH LIMITED will be held on FridaySeptember 30th 2011 at 1000 am at NSIC BUILDING ECIL POSTHYDERABAD -500062 to transact the following businessOrdinary Business1 To receive consider and adopt the Balance Sheet and Profit amp

Loss Account as at 31st March 2011 together with Schedules thereto and the Reports of Board of Directors and Auditors thereon

2 To appoint a Director in place of Ms Kavita Prasad who retires byrotation and being eligible offers herself for re-appointment

3 To appoint Ms P Murali amp Co Chartered Accountants as StatutoryAuditors of the Company to hold office from the Conclusion of thisAnnual General Meeting to the Conclusion of next Annual GeneralMeeting at such remuneration as may be mutually agreed

Special Business4 To consider and if thought fit to pass with or without

modification(s) the following resolution as a SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Sridhar as Chairman amp Managing Directorof the Company for period of 3 year wef 1st April 2011 on thefollowing terms and conditionsTerms and Conditions of extension of Appointment of MrN SridharChairman amp Managing Director of the Company with effect from1st April 2011 till 31st March 2014a Salary ` 300 Lakhs (Rupees Three Lakhs) per month

inclusive of all Allowances and perquisitesb Perquisite In addition to the salary he shall also be entitled

to perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites whichshall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the Income

Tax Act 1961f Gratuity payable at a rate not exceeding half a months

salary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 15 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER that in pursuance of the provision of Section198(4) and read with Schedule XIII to the Companies Act 1956 theabove may be paid as the minimum remuneration to Mr N SridharChairman amp Managing Director in the absence or inadequacy of profitsin any financial yearRESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution5 To consider and if thought fit to pass with or without

modification(s) the following resolution as SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Srinivas as Vice Chairman of the Companyfor period of 3 year wef 1st April 2011 on the following terms andconditions

Terms and conditions of extension of Appointment of Mr N Srinivas asVice Chairman of the Company with effect from 1st April 2011 till 31stMarch 2014

a Salary ` 300 Lakhs (Rupees Three Lakhs) per monthinclusive of all Allowances and perquisites

b Perquisite In addition to the salary he shall also be entitledto perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites which

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ANNUAL REPORT 2010-11

7

SANKHYA INFOTECH LIMITED

shall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the IncomeTax Act 1961

f Gratuity payable at a rate not exceeding half a monthssalary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 05 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution6 To consider and if thought fit to pass with or without

modification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr Mahesh Bhandari who was appointedby the Board as an Additional Director of the Company with effectfrom 1st October 2010 and who holds office upto the date of thisAnnual General Meeting pursuant to Section 260 of the CompaniesAct 1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

7 To consider and if thought fit to pass with or withoutmodification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr C Anand who was appointed by theBoard as an Additional Director of the Company with effect from1st October 2010 and who holds office upto the date of this AnnualGeneral Meeting pursuant to Section 260 of the Companies Act1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

NOTES1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

ANNUAL GENERAL MEETING IS ENTITLED TO APPOINTA PROXY OR PROXIES TO ATTEND AND VOTE ON POLLINSTEAD OF HIMSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANYThe instrument appointing proxy should however be deposited atthe registered office of the Company not later than 48 hours beforethe scheduled commencement of the meeting

2 Corporate members are requested to send a duly certified copy ofthe Board Resolution authorizing their representative to attend andvote at the Annual General Meeting

3 Explanatory Statement stating all the material facts relating to theaforesaid Special Business contained in item 5 pursuant toSection 173(2) of the Companies Act 1956 is annexed hereto

4 The Register of Members and Share Transfer Books of theCompany will be closed from 24th September 2011 to 30thSeptember 2011 (both days inclusive)Members are requested to intimate immediately any change intheir address to the Share Transfer Agents Address Ms CanbankComputer Services Ltd (A Subsidiary of Canara Bank) JPRoyale 1st Floor 218 2nd Main Sampige Road (Near 14thCross) Malleswaram BENGULURU - 560003 Tel +91 80-23469661 62 234966465 Fax +91 80-23469667 68 and incase their shares are held in dematerialized form this informationshould be passed on to their respective Depository Participantswithout any delay

5 Members Proxies are requested to bring the Attendance slip dulyfilled in

6 Members holding shares in electronic form are hereby informedthat bank particulars registered against their respective depositoryaccounts will be used by the Company for payment of dividendThe Company or its Registrars cannot act on any request receiveddirectly from the Members holding shares in electronic form forany change of bank particulars or bank mandates Such changesare to be advised only to the Depository Participant of the Members

7 We wish to inform you that our Company shares have alreadybeen admitted in both Ms National Securities Depository Ltd(NSDL) and Central Depository Services India Ltd (CDSL) forthe purpose of holding and trading of the shares in electronic modeThe ISIN allotted to Ms Sankhya Infotech Limited isINE877A01013 Members who are holding shares in physicalform are advised in their own interest to immediately apply forDematerialization of their shares to hold the same in an electronicformIn order to dematerialize your shares and convert them intothe electronic form you are requested to open a Beneficiary Accountwith a Depository Participant (DP) and submit a dematerializationrequest along with the original share certificate(s) to a DP withwhom you open a Beneficiary Account The DP in turn will sendyour share certificate(s) to Ms Canbank Computer ServicesLtd (A Subsidiary of Canara Bank) JP Royale 1st Floor 2182nd Main Sampige Road (Near 14th Cross) MalleswaramBENGULURU - 560003 Tel +91 80-23469661 62 234966465Fax +91 80-23469667 68 for dematerialization of shares

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ANNUAL REPORT 2010-11

8

SANKHYA INFOTECH LIMITED

Thereafter you will receive a confirmation from the DP that theshares have been dematerialized and held in the electronic formsubject to meeting the entire statutory requirement for conversionfrom physical mode to the electronic mode

Further as a part of green initiative in the Corporate Governancethe Ministry of Corporate Affairs vide its Circular No172011dated 21st April 2011 permitted service of notices and documentsin electronic mode Hence members are requested to registertheir e-mail IDrsquos with the Companyrsquos Registrar and TransferAgent as per the details given hereunder

For further clarification if any please feel free to write to ourRegistrar amp Share Transfer Agent at the following address

CANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech Ltd

J P ROYALE 1ST FLOOR 218 2nd MainSampige Road ( Near 14th Cross )Malleswaram Benguluru - 560 003

Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668

Email Id canbank_computerdataoneinURL wwwcanbankrtacom

Item 6 amp 7

The members are informed to observe the prudent Corporate

Governance Practice the Board has appointed MrMahesh

Bhandari and Mr C Anand as Additional Directors of the Companywhose proficiency and knowledge will significantly benefit theCompany

As per Section 260 of the Companies Act 1956 they hold officeonly upto this Annual General Meeting The Company hasreceived a notice under Section 257 of the Companies Act 1956along with the necessary deposit proposing the candidature ofaforesaid Directors The Board recommend the above Resolutionset out at Item 6 amp 7 for acceptance

None of the Directors except MrMahesh Bhandari andMr C Anand may be deemed to be concerned or interested inthe Resolution

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

EXPLANATORY STATEMENT

Pursuant to Section 173(2) of the Companies Act 1956

Item 4

Mr N Sridhar Chairman amp Managing Director is a promoterDirector of the Company and has been associated with theCompany since inception in several capacities The Boardrecommends the adoption of the Resolution set out at Item 4

Except Mr N Sridhar and Mr N Srinivas no other Director maybe deemed to be concerned or interested in the Resolution

Item 5

Mr N Srinivas Vice Chairman is a promoter Director of theCompany and has been associated with the Company sinceinception in several capacities The Board recommends theadoption of the Resolution set out at Item 5

Except Mr N Srinivas and Mr N Sridhar no other Director maybe deemed to be concerned or interested in the Resolution

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ANNUAL REPORT 2010-11

9

SANKHYA INFOTECH LIMITED

OPERATIONAL HIGHLIGHTS

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ANNUAL REPORT 2010-11

10

SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

innovations for a Smart future

ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

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ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

innovations for a Smart future

ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

innovations for a Smart future

ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

innovations for a Smart future

ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

innovations for a Smart future

ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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33

SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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FRA 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Page 4: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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4

SANKHYA INFOTECH LIMITED

FINANCIAL HIGHLIGHTS

REVENUE (` Crores)REVENUE (` Crores)

EBITDA (` Crores)

EBITDA (` Crores)

PAT (` Crores)PAT (` Crores)

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ANNUAL REPORT 2010-11

5

SANKHYA INFOTECH LIMITED

CHAIRMAN MESSAGE

Dear ShareownersIt is an honour and a moment of great pride for me to serve this fascinating organization as its third Chairman Mydistinguished predecessors have made exemplary contributions to the growth and provided leadership duringvarious turbulent times While thanking you for the support that you have so generously extended to the previousChairmen I urge you to guide my team and me in our task to build a much stronger Sankhya now

Tough times dont last but tough men do is an apt statement that describes the leadership team of yourcompany Despite the pain the company had to go for through three successive years because of the problemsassociated with the Income Tax and the uncertainty in the global economy we successfully stood the severe testit had put on our ability to sustain We made some mistakes but kept our discipline and charged ourselves toemerge out of those challenging times

My parents have themselves seen several challenges in their lives and have imbibed the values of integrityhonesty and commitment into me I take pledge to serve your organization with strong adherence to these valuesI ask you not to simply trust me but trust your values our values and hold me responsible to living up to them

Some opportunities and precious time may have been lost during these three years but they could not shake ourwill commitment and the ability to grow the company to greater heights

I am delighted that the company has emerged triumphantly and has marched ahead with better performance thisyear This performance is all the more remarkable because our talented team achieved it Confidently I can saythat the raise of the company has only begun now

In our pursuit to create a globally reputed organization I can say with humility that we are the pioneers in manyareas Your company is the first company in the world to have launched the web-based simulation for the AviationIndustry - and was appreciated by the US Federal Aviation Administration Your company holds the uniquedistinction of being the first ever Indian IT company to be able to sell a ldquoSoftware Productrdquo to any AmericanDefense Organization

The biggest strength that I derived when I took over as a Chairman is the strong support of its investors Severalof them met me directly to express their support As a company we have been able to emerge stronger onlybecause of this help from all of you

This is my first opportunity to be able to reach you I assure you we will create an appropriate infrastructure to bein constant touch with you

One of the major developments of the previous year has been the strategic investment from HBL Power SystemsLimited We work in similar markets sometimes-same clients however the biggest advantage comes from thefact that we can provide collaborative services that enhances the value proposition to our clients

Proven reliability of our products at several reputed clients makes us confident to pursue Business to Consumer(B2C) market even as we target to expand our footprint in the Business-to-Business (B2B) model

Your company is expanding its market domains Recently your company emerged highly successful in theBanking Finance Securities amp Insurance (BFSI) market by winning the largest bank contract of India from StateBank Group and a follow on contract from Union Bank of India

We crossed a major milestone in our pursuit to offer world class Simulation and Virtual Training products Yourcompany recently delivered an advanced simulation product to the Indian Defense forces

As I said already we have just begun a new journey now experiences of our past mistakes associations andfailures have taught us lessons that we shall never forget We will be vigilant and as famous American PresidentRonald Regan said To whatever history will recall about me I hope you will recall that I have appealed to yourbest hopes and not your worst fears to your confidence rather than your doubts

Sincere regardsNSridharChairman amp Managing Director

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ANNUAL REPORT 2010-11

6

SANKHYA INFOTECH LIMITED

NOTICENotice is hereby given that the 14th Annual General Meeting of theMembers of SANKHYA INFOTECH LIMITED will be held on FridaySeptember 30th 2011 at 1000 am at NSIC BUILDING ECIL POSTHYDERABAD -500062 to transact the following businessOrdinary Business1 To receive consider and adopt the Balance Sheet and Profit amp

Loss Account as at 31st March 2011 together with Schedules thereto and the Reports of Board of Directors and Auditors thereon

2 To appoint a Director in place of Ms Kavita Prasad who retires byrotation and being eligible offers herself for re-appointment

3 To appoint Ms P Murali amp Co Chartered Accountants as StatutoryAuditors of the Company to hold office from the Conclusion of thisAnnual General Meeting to the Conclusion of next Annual GeneralMeeting at such remuneration as may be mutually agreed

Special Business4 To consider and if thought fit to pass with or without

modification(s) the following resolution as a SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Sridhar as Chairman amp Managing Directorof the Company for period of 3 year wef 1st April 2011 on thefollowing terms and conditionsTerms and Conditions of extension of Appointment of MrN SridharChairman amp Managing Director of the Company with effect from1st April 2011 till 31st March 2014a Salary ` 300 Lakhs (Rupees Three Lakhs) per month

inclusive of all Allowances and perquisitesb Perquisite In addition to the salary he shall also be entitled

to perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites whichshall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the Income

Tax Act 1961f Gratuity payable at a rate not exceeding half a months

salary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 15 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER that in pursuance of the provision of Section198(4) and read with Schedule XIII to the Companies Act 1956 theabove may be paid as the minimum remuneration to Mr N SridharChairman amp Managing Director in the absence or inadequacy of profitsin any financial yearRESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution5 To consider and if thought fit to pass with or without

modification(s) the following resolution as SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Srinivas as Vice Chairman of the Companyfor period of 3 year wef 1st April 2011 on the following terms andconditions

Terms and conditions of extension of Appointment of Mr N Srinivas asVice Chairman of the Company with effect from 1st April 2011 till 31stMarch 2014

a Salary ` 300 Lakhs (Rupees Three Lakhs) per monthinclusive of all Allowances and perquisites

b Perquisite In addition to the salary he shall also be entitledto perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites which

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ANNUAL REPORT 2010-11

7

SANKHYA INFOTECH LIMITED

shall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the IncomeTax Act 1961

f Gratuity payable at a rate not exceeding half a monthssalary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 05 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution6 To consider and if thought fit to pass with or without

modification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr Mahesh Bhandari who was appointedby the Board as an Additional Director of the Company with effectfrom 1st October 2010 and who holds office upto the date of thisAnnual General Meeting pursuant to Section 260 of the CompaniesAct 1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

7 To consider and if thought fit to pass with or withoutmodification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr C Anand who was appointed by theBoard as an Additional Director of the Company with effect from1st October 2010 and who holds office upto the date of this AnnualGeneral Meeting pursuant to Section 260 of the Companies Act1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

NOTES1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

ANNUAL GENERAL MEETING IS ENTITLED TO APPOINTA PROXY OR PROXIES TO ATTEND AND VOTE ON POLLINSTEAD OF HIMSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANYThe instrument appointing proxy should however be deposited atthe registered office of the Company not later than 48 hours beforethe scheduled commencement of the meeting

2 Corporate members are requested to send a duly certified copy ofthe Board Resolution authorizing their representative to attend andvote at the Annual General Meeting

3 Explanatory Statement stating all the material facts relating to theaforesaid Special Business contained in item 5 pursuant toSection 173(2) of the Companies Act 1956 is annexed hereto

4 The Register of Members and Share Transfer Books of theCompany will be closed from 24th September 2011 to 30thSeptember 2011 (both days inclusive)Members are requested to intimate immediately any change intheir address to the Share Transfer Agents Address Ms CanbankComputer Services Ltd (A Subsidiary of Canara Bank) JPRoyale 1st Floor 218 2nd Main Sampige Road (Near 14thCross) Malleswaram BENGULURU - 560003 Tel +91 80-23469661 62 234966465 Fax +91 80-23469667 68 and incase their shares are held in dematerialized form this informationshould be passed on to their respective Depository Participantswithout any delay

5 Members Proxies are requested to bring the Attendance slip dulyfilled in

6 Members holding shares in electronic form are hereby informedthat bank particulars registered against their respective depositoryaccounts will be used by the Company for payment of dividendThe Company or its Registrars cannot act on any request receiveddirectly from the Members holding shares in electronic form forany change of bank particulars or bank mandates Such changesare to be advised only to the Depository Participant of the Members

7 We wish to inform you that our Company shares have alreadybeen admitted in both Ms National Securities Depository Ltd(NSDL) and Central Depository Services India Ltd (CDSL) forthe purpose of holding and trading of the shares in electronic modeThe ISIN allotted to Ms Sankhya Infotech Limited isINE877A01013 Members who are holding shares in physicalform are advised in their own interest to immediately apply forDematerialization of their shares to hold the same in an electronicformIn order to dematerialize your shares and convert them intothe electronic form you are requested to open a Beneficiary Accountwith a Depository Participant (DP) and submit a dematerializationrequest along with the original share certificate(s) to a DP withwhom you open a Beneficiary Account The DP in turn will sendyour share certificate(s) to Ms Canbank Computer ServicesLtd (A Subsidiary of Canara Bank) JP Royale 1st Floor 2182nd Main Sampige Road (Near 14th Cross) MalleswaramBENGULURU - 560003 Tel +91 80-23469661 62 234966465Fax +91 80-23469667 68 for dematerialization of shares

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ANNUAL REPORT 2010-11

8

SANKHYA INFOTECH LIMITED

Thereafter you will receive a confirmation from the DP that theshares have been dematerialized and held in the electronic formsubject to meeting the entire statutory requirement for conversionfrom physical mode to the electronic mode

Further as a part of green initiative in the Corporate Governancethe Ministry of Corporate Affairs vide its Circular No172011dated 21st April 2011 permitted service of notices and documentsin electronic mode Hence members are requested to registertheir e-mail IDrsquos with the Companyrsquos Registrar and TransferAgent as per the details given hereunder

For further clarification if any please feel free to write to ourRegistrar amp Share Transfer Agent at the following address

CANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech Ltd

J P ROYALE 1ST FLOOR 218 2nd MainSampige Road ( Near 14th Cross )Malleswaram Benguluru - 560 003

Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668

Email Id canbank_computerdataoneinURL wwwcanbankrtacom

Item 6 amp 7

The members are informed to observe the prudent Corporate

Governance Practice the Board has appointed MrMahesh

Bhandari and Mr C Anand as Additional Directors of the Companywhose proficiency and knowledge will significantly benefit theCompany

As per Section 260 of the Companies Act 1956 they hold officeonly upto this Annual General Meeting The Company hasreceived a notice under Section 257 of the Companies Act 1956along with the necessary deposit proposing the candidature ofaforesaid Directors The Board recommend the above Resolutionset out at Item 6 amp 7 for acceptance

None of the Directors except MrMahesh Bhandari andMr C Anand may be deemed to be concerned or interested inthe Resolution

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

EXPLANATORY STATEMENT

Pursuant to Section 173(2) of the Companies Act 1956

Item 4

Mr N Sridhar Chairman amp Managing Director is a promoterDirector of the Company and has been associated with theCompany since inception in several capacities The Boardrecommends the adoption of the Resolution set out at Item 4

Except Mr N Sridhar and Mr N Srinivas no other Director maybe deemed to be concerned or interested in the Resolution

Item 5

Mr N Srinivas Vice Chairman is a promoter Director of theCompany and has been associated with the Company sinceinception in several capacities The Board recommends theadoption of the Resolution set out at Item 5

Except Mr N Srinivas and Mr N Sridhar no other Director maybe deemed to be concerned or interested in the Resolution

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ANNUAL REPORT 2010-11

9

SANKHYA INFOTECH LIMITED

OPERATIONAL HIGHLIGHTS

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10

SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

innovations for a Smart future

ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

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ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

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ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

innovations for a Smart future

ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

innovations for a Smart future

ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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ANNUAL REPORT 2010-11

34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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ESP 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FRA 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 ITA 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 JPN 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Page 5: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

5

SANKHYA INFOTECH LIMITED

CHAIRMAN MESSAGE

Dear ShareownersIt is an honour and a moment of great pride for me to serve this fascinating organization as its third Chairman Mydistinguished predecessors have made exemplary contributions to the growth and provided leadership duringvarious turbulent times While thanking you for the support that you have so generously extended to the previousChairmen I urge you to guide my team and me in our task to build a much stronger Sankhya now

Tough times dont last but tough men do is an apt statement that describes the leadership team of yourcompany Despite the pain the company had to go for through three successive years because of the problemsassociated with the Income Tax and the uncertainty in the global economy we successfully stood the severe testit had put on our ability to sustain We made some mistakes but kept our discipline and charged ourselves toemerge out of those challenging times

My parents have themselves seen several challenges in their lives and have imbibed the values of integrityhonesty and commitment into me I take pledge to serve your organization with strong adherence to these valuesI ask you not to simply trust me but trust your values our values and hold me responsible to living up to them

Some opportunities and precious time may have been lost during these three years but they could not shake ourwill commitment and the ability to grow the company to greater heights

I am delighted that the company has emerged triumphantly and has marched ahead with better performance thisyear This performance is all the more remarkable because our talented team achieved it Confidently I can saythat the raise of the company has only begun now

In our pursuit to create a globally reputed organization I can say with humility that we are the pioneers in manyareas Your company is the first company in the world to have launched the web-based simulation for the AviationIndustry - and was appreciated by the US Federal Aviation Administration Your company holds the uniquedistinction of being the first ever Indian IT company to be able to sell a ldquoSoftware Productrdquo to any AmericanDefense Organization

The biggest strength that I derived when I took over as a Chairman is the strong support of its investors Severalof them met me directly to express their support As a company we have been able to emerge stronger onlybecause of this help from all of you

This is my first opportunity to be able to reach you I assure you we will create an appropriate infrastructure to bein constant touch with you

One of the major developments of the previous year has been the strategic investment from HBL Power SystemsLimited We work in similar markets sometimes-same clients however the biggest advantage comes from thefact that we can provide collaborative services that enhances the value proposition to our clients

Proven reliability of our products at several reputed clients makes us confident to pursue Business to Consumer(B2C) market even as we target to expand our footprint in the Business-to-Business (B2B) model

Your company is expanding its market domains Recently your company emerged highly successful in theBanking Finance Securities amp Insurance (BFSI) market by winning the largest bank contract of India from StateBank Group and a follow on contract from Union Bank of India

We crossed a major milestone in our pursuit to offer world class Simulation and Virtual Training products Yourcompany recently delivered an advanced simulation product to the Indian Defense forces

As I said already we have just begun a new journey now experiences of our past mistakes associations andfailures have taught us lessons that we shall never forget We will be vigilant and as famous American PresidentRonald Regan said To whatever history will recall about me I hope you will recall that I have appealed to yourbest hopes and not your worst fears to your confidence rather than your doubts

Sincere regardsNSridharChairman amp Managing Director

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ANNUAL REPORT 2010-11

6

SANKHYA INFOTECH LIMITED

NOTICENotice is hereby given that the 14th Annual General Meeting of theMembers of SANKHYA INFOTECH LIMITED will be held on FridaySeptember 30th 2011 at 1000 am at NSIC BUILDING ECIL POSTHYDERABAD -500062 to transact the following businessOrdinary Business1 To receive consider and adopt the Balance Sheet and Profit amp

Loss Account as at 31st March 2011 together with Schedules thereto and the Reports of Board of Directors and Auditors thereon

2 To appoint a Director in place of Ms Kavita Prasad who retires byrotation and being eligible offers herself for re-appointment

3 To appoint Ms P Murali amp Co Chartered Accountants as StatutoryAuditors of the Company to hold office from the Conclusion of thisAnnual General Meeting to the Conclusion of next Annual GeneralMeeting at such remuneration as may be mutually agreed

Special Business4 To consider and if thought fit to pass with or without

modification(s) the following resolution as a SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Sridhar as Chairman amp Managing Directorof the Company for period of 3 year wef 1st April 2011 on thefollowing terms and conditionsTerms and Conditions of extension of Appointment of MrN SridharChairman amp Managing Director of the Company with effect from1st April 2011 till 31st March 2014a Salary ` 300 Lakhs (Rupees Three Lakhs) per month

inclusive of all Allowances and perquisitesb Perquisite In addition to the salary he shall also be entitled

to perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites whichshall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the Income

Tax Act 1961f Gratuity payable at a rate not exceeding half a months

salary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 15 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER that in pursuance of the provision of Section198(4) and read with Schedule XIII to the Companies Act 1956 theabove may be paid as the minimum remuneration to Mr N SridharChairman amp Managing Director in the absence or inadequacy of profitsin any financial yearRESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution5 To consider and if thought fit to pass with or without

modification(s) the following resolution as SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Srinivas as Vice Chairman of the Companyfor period of 3 year wef 1st April 2011 on the following terms andconditions

Terms and conditions of extension of Appointment of Mr N Srinivas asVice Chairman of the Company with effect from 1st April 2011 till 31stMarch 2014

a Salary ` 300 Lakhs (Rupees Three Lakhs) per monthinclusive of all Allowances and perquisites

b Perquisite In addition to the salary he shall also be entitledto perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites which

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ANNUAL REPORT 2010-11

7

SANKHYA INFOTECH LIMITED

shall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the IncomeTax Act 1961

f Gratuity payable at a rate not exceeding half a monthssalary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 05 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution6 To consider and if thought fit to pass with or without

modification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr Mahesh Bhandari who was appointedby the Board as an Additional Director of the Company with effectfrom 1st October 2010 and who holds office upto the date of thisAnnual General Meeting pursuant to Section 260 of the CompaniesAct 1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

7 To consider and if thought fit to pass with or withoutmodification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr C Anand who was appointed by theBoard as an Additional Director of the Company with effect from1st October 2010 and who holds office upto the date of this AnnualGeneral Meeting pursuant to Section 260 of the Companies Act1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

NOTES1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

ANNUAL GENERAL MEETING IS ENTITLED TO APPOINTA PROXY OR PROXIES TO ATTEND AND VOTE ON POLLINSTEAD OF HIMSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANYThe instrument appointing proxy should however be deposited atthe registered office of the Company not later than 48 hours beforethe scheduled commencement of the meeting

2 Corporate members are requested to send a duly certified copy ofthe Board Resolution authorizing their representative to attend andvote at the Annual General Meeting

3 Explanatory Statement stating all the material facts relating to theaforesaid Special Business contained in item 5 pursuant toSection 173(2) of the Companies Act 1956 is annexed hereto

4 The Register of Members and Share Transfer Books of theCompany will be closed from 24th September 2011 to 30thSeptember 2011 (both days inclusive)Members are requested to intimate immediately any change intheir address to the Share Transfer Agents Address Ms CanbankComputer Services Ltd (A Subsidiary of Canara Bank) JPRoyale 1st Floor 218 2nd Main Sampige Road (Near 14thCross) Malleswaram BENGULURU - 560003 Tel +91 80-23469661 62 234966465 Fax +91 80-23469667 68 and incase their shares are held in dematerialized form this informationshould be passed on to their respective Depository Participantswithout any delay

5 Members Proxies are requested to bring the Attendance slip dulyfilled in

6 Members holding shares in electronic form are hereby informedthat bank particulars registered against their respective depositoryaccounts will be used by the Company for payment of dividendThe Company or its Registrars cannot act on any request receiveddirectly from the Members holding shares in electronic form forany change of bank particulars or bank mandates Such changesare to be advised only to the Depository Participant of the Members

7 We wish to inform you that our Company shares have alreadybeen admitted in both Ms National Securities Depository Ltd(NSDL) and Central Depository Services India Ltd (CDSL) forthe purpose of holding and trading of the shares in electronic modeThe ISIN allotted to Ms Sankhya Infotech Limited isINE877A01013 Members who are holding shares in physicalform are advised in their own interest to immediately apply forDematerialization of their shares to hold the same in an electronicformIn order to dematerialize your shares and convert them intothe electronic form you are requested to open a Beneficiary Accountwith a Depository Participant (DP) and submit a dematerializationrequest along with the original share certificate(s) to a DP withwhom you open a Beneficiary Account The DP in turn will sendyour share certificate(s) to Ms Canbank Computer ServicesLtd (A Subsidiary of Canara Bank) JP Royale 1st Floor 2182nd Main Sampige Road (Near 14th Cross) MalleswaramBENGULURU - 560003 Tel +91 80-23469661 62 234966465Fax +91 80-23469667 68 for dematerialization of shares

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ANNUAL REPORT 2010-11

8

SANKHYA INFOTECH LIMITED

Thereafter you will receive a confirmation from the DP that theshares have been dematerialized and held in the electronic formsubject to meeting the entire statutory requirement for conversionfrom physical mode to the electronic mode

Further as a part of green initiative in the Corporate Governancethe Ministry of Corporate Affairs vide its Circular No172011dated 21st April 2011 permitted service of notices and documentsin electronic mode Hence members are requested to registertheir e-mail IDrsquos with the Companyrsquos Registrar and TransferAgent as per the details given hereunder

For further clarification if any please feel free to write to ourRegistrar amp Share Transfer Agent at the following address

CANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech Ltd

J P ROYALE 1ST FLOOR 218 2nd MainSampige Road ( Near 14th Cross )Malleswaram Benguluru - 560 003

Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668

Email Id canbank_computerdataoneinURL wwwcanbankrtacom

Item 6 amp 7

The members are informed to observe the prudent Corporate

Governance Practice the Board has appointed MrMahesh

Bhandari and Mr C Anand as Additional Directors of the Companywhose proficiency and knowledge will significantly benefit theCompany

As per Section 260 of the Companies Act 1956 they hold officeonly upto this Annual General Meeting The Company hasreceived a notice under Section 257 of the Companies Act 1956along with the necessary deposit proposing the candidature ofaforesaid Directors The Board recommend the above Resolutionset out at Item 6 amp 7 for acceptance

None of the Directors except MrMahesh Bhandari andMr C Anand may be deemed to be concerned or interested inthe Resolution

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

EXPLANATORY STATEMENT

Pursuant to Section 173(2) of the Companies Act 1956

Item 4

Mr N Sridhar Chairman amp Managing Director is a promoterDirector of the Company and has been associated with theCompany since inception in several capacities The Boardrecommends the adoption of the Resolution set out at Item 4

Except Mr N Sridhar and Mr N Srinivas no other Director maybe deemed to be concerned or interested in the Resolution

Item 5

Mr N Srinivas Vice Chairman is a promoter Director of theCompany and has been associated with the Company sinceinception in several capacities The Board recommends theadoption of the Resolution set out at Item 5

Except Mr N Srinivas and Mr N Sridhar no other Director maybe deemed to be concerned or interested in the Resolution

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ANNUAL REPORT 2010-11

9

SANKHYA INFOTECH LIMITED

OPERATIONAL HIGHLIGHTS

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10

SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

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ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

innovations for a Smart future

ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

innovations for a Smart future

ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

innovations for a Smart future

ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

innovations for a Smart future

ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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DownsampleGrayImages true GrayImageDownsampleType Bicubic GrayImageResolution 300 GrayImageDepth -1 GrayImageMinDownsampleDepth 2 GrayImageDownsampleThreshold 150000 EncodeGrayImages true GrayImageFilter DCTEncode AutoFilterGrayImages true GrayImageAutoFilterStrategy JPEG GrayACSImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt GrayImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt JPEG2000GrayACSImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt JPEG2000GrayImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt AntiAliasMonoImages false CropMonoImages true MonoImageMinResolution 1200 MonoImageMinResolutionPolicy OK DownsampleMonoImages true MonoImageDownsampleType Bicubic MonoImageResolution 1200 MonoImageDepth -1 MonoImageDownsampleThreshold 150000 EncodeMonoImages true MonoImageFilter CCITTFaxEncode MonoImageDict ltlt K -1 gtgt AllowPSXObjects false CheckCompliance [ None ] PDFX1aCheck false PDFX3Check false PDFXCompliantPDFOnly 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ESP 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FRA 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 ITA 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 JPN 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Page 6: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

6

SANKHYA INFOTECH LIMITED

NOTICENotice is hereby given that the 14th Annual General Meeting of theMembers of SANKHYA INFOTECH LIMITED will be held on FridaySeptember 30th 2011 at 1000 am at NSIC BUILDING ECIL POSTHYDERABAD -500062 to transact the following businessOrdinary Business1 To receive consider and adopt the Balance Sheet and Profit amp

Loss Account as at 31st March 2011 together with Schedules thereto and the Reports of Board of Directors and Auditors thereon

2 To appoint a Director in place of Ms Kavita Prasad who retires byrotation and being eligible offers herself for re-appointment

3 To appoint Ms P Murali amp Co Chartered Accountants as StatutoryAuditors of the Company to hold office from the Conclusion of thisAnnual General Meeting to the Conclusion of next Annual GeneralMeeting at such remuneration as may be mutually agreed

Special Business4 To consider and if thought fit to pass with or without

modification(s) the following resolution as a SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Sridhar as Chairman amp Managing Directorof the Company for period of 3 year wef 1st April 2011 on thefollowing terms and conditionsTerms and Conditions of extension of Appointment of MrN SridharChairman amp Managing Director of the Company with effect from1st April 2011 till 31st March 2014a Salary ` 300 Lakhs (Rupees Three Lakhs) per month

inclusive of all Allowances and perquisitesb Perquisite In addition to the salary he shall also be entitled

to perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites whichshall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the Income

Tax Act 1961f Gratuity payable at a rate not exceeding half a months

salary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 15 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER that in pursuance of the provision of Section198(4) and read with Schedule XIII to the Companies Act 1956 theabove may be paid as the minimum remuneration to Mr N SridharChairman amp Managing Director in the absence or inadequacy of profitsin any financial yearRESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution5 To consider and if thought fit to pass with or without

modification(s) the following resolution as SpecialResolutionRESOLVED THAT pursuant to the provisions of Sections 198269 309 amp 310 read with Schedule XIII and other applicableprovisions if any of the Companies Act 1956 consent of themembers of the Company be and is hereby accorded forreappointment of MrN Srinivas as Vice Chairman of the Companyfor period of 3 year wef 1st April 2011 on the following terms andconditions

Terms and conditions of extension of Appointment of Mr N Srinivas asVice Chairman of the Company with effect from 1st April 2011 till 31stMarch 2014

a Salary ` 300 Lakhs (Rupees Three Lakhs) per monthinclusive of all Allowances and perquisites

b Perquisite In addition to the salary he shall also be entitledto perquisites like furnished accommodation gas electricitywater and furnishings medical reimbursement for self andfamily leave travel concession for self and family club feespersonal accident insurance etc in accordance with therules of the Company the monetary value of such perquisitesbeing limited to the annual salaryFor the purposes of such limit perquisites shall be valued asper Income Tax Rules wherever applicable and in theabsence of any such Rule shall be valued at actual cost

c Provision for use of Companys Car with Driver andTelephone at Residence (including payment for local callsand long distance official calls) will be considered asperquisites

d He shall also be eligible to the following perquisites which

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ANNUAL REPORT 2010-11

7

SANKHYA INFOTECH LIMITED

shall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the IncomeTax Act 1961

f Gratuity payable at a rate not exceeding half a monthssalary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 05 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution6 To consider and if thought fit to pass with or without

modification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr Mahesh Bhandari who was appointedby the Board as an Additional Director of the Company with effectfrom 1st October 2010 and who holds office upto the date of thisAnnual General Meeting pursuant to Section 260 of the CompaniesAct 1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

7 To consider and if thought fit to pass with or withoutmodification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr C Anand who was appointed by theBoard as an Additional Director of the Company with effect from1st October 2010 and who holds office upto the date of this AnnualGeneral Meeting pursuant to Section 260 of the Companies Act1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

NOTES1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

ANNUAL GENERAL MEETING IS ENTITLED TO APPOINTA PROXY OR PROXIES TO ATTEND AND VOTE ON POLLINSTEAD OF HIMSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANYThe instrument appointing proxy should however be deposited atthe registered office of the Company not later than 48 hours beforethe scheduled commencement of the meeting

2 Corporate members are requested to send a duly certified copy ofthe Board Resolution authorizing their representative to attend andvote at the Annual General Meeting

3 Explanatory Statement stating all the material facts relating to theaforesaid Special Business contained in item 5 pursuant toSection 173(2) of the Companies Act 1956 is annexed hereto

4 The Register of Members and Share Transfer Books of theCompany will be closed from 24th September 2011 to 30thSeptember 2011 (both days inclusive)Members are requested to intimate immediately any change intheir address to the Share Transfer Agents Address Ms CanbankComputer Services Ltd (A Subsidiary of Canara Bank) JPRoyale 1st Floor 218 2nd Main Sampige Road (Near 14thCross) Malleswaram BENGULURU - 560003 Tel +91 80-23469661 62 234966465 Fax +91 80-23469667 68 and incase their shares are held in dematerialized form this informationshould be passed on to their respective Depository Participantswithout any delay

5 Members Proxies are requested to bring the Attendance slip dulyfilled in

6 Members holding shares in electronic form are hereby informedthat bank particulars registered against their respective depositoryaccounts will be used by the Company for payment of dividendThe Company or its Registrars cannot act on any request receiveddirectly from the Members holding shares in electronic form forany change of bank particulars or bank mandates Such changesare to be advised only to the Depository Participant of the Members

7 We wish to inform you that our Company shares have alreadybeen admitted in both Ms National Securities Depository Ltd(NSDL) and Central Depository Services India Ltd (CDSL) forthe purpose of holding and trading of the shares in electronic modeThe ISIN allotted to Ms Sankhya Infotech Limited isINE877A01013 Members who are holding shares in physicalform are advised in their own interest to immediately apply forDematerialization of their shares to hold the same in an electronicformIn order to dematerialize your shares and convert them intothe electronic form you are requested to open a Beneficiary Accountwith a Depository Participant (DP) and submit a dematerializationrequest along with the original share certificate(s) to a DP withwhom you open a Beneficiary Account The DP in turn will sendyour share certificate(s) to Ms Canbank Computer ServicesLtd (A Subsidiary of Canara Bank) JP Royale 1st Floor 2182nd Main Sampige Road (Near 14th Cross) MalleswaramBENGULURU - 560003 Tel +91 80-23469661 62 234966465Fax +91 80-23469667 68 for dematerialization of shares

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ANNUAL REPORT 2010-11

8

SANKHYA INFOTECH LIMITED

Thereafter you will receive a confirmation from the DP that theshares have been dematerialized and held in the electronic formsubject to meeting the entire statutory requirement for conversionfrom physical mode to the electronic mode

Further as a part of green initiative in the Corporate Governancethe Ministry of Corporate Affairs vide its Circular No172011dated 21st April 2011 permitted service of notices and documentsin electronic mode Hence members are requested to registertheir e-mail IDrsquos with the Companyrsquos Registrar and TransferAgent as per the details given hereunder

For further clarification if any please feel free to write to ourRegistrar amp Share Transfer Agent at the following address

CANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech Ltd

J P ROYALE 1ST FLOOR 218 2nd MainSampige Road ( Near 14th Cross )Malleswaram Benguluru - 560 003

Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668

Email Id canbank_computerdataoneinURL wwwcanbankrtacom

Item 6 amp 7

The members are informed to observe the prudent Corporate

Governance Practice the Board has appointed MrMahesh

Bhandari and Mr C Anand as Additional Directors of the Companywhose proficiency and knowledge will significantly benefit theCompany

As per Section 260 of the Companies Act 1956 they hold officeonly upto this Annual General Meeting The Company hasreceived a notice under Section 257 of the Companies Act 1956along with the necessary deposit proposing the candidature ofaforesaid Directors The Board recommend the above Resolutionset out at Item 6 amp 7 for acceptance

None of the Directors except MrMahesh Bhandari andMr C Anand may be deemed to be concerned or interested inthe Resolution

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

EXPLANATORY STATEMENT

Pursuant to Section 173(2) of the Companies Act 1956

Item 4

Mr N Sridhar Chairman amp Managing Director is a promoterDirector of the Company and has been associated with theCompany since inception in several capacities The Boardrecommends the adoption of the Resolution set out at Item 4

Except Mr N Sridhar and Mr N Srinivas no other Director maybe deemed to be concerned or interested in the Resolution

Item 5

Mr N Srinivas Vice Chairman is a promoter Director of theCompany and has been associated with the Company sinceinception in several capacities The Board recommends theadoption of the Resolution set out at Item 5

Except Mr N Srinivas and Mr N Sridhar no other Director maybe deemed to be concerned or interested in the Resolution

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ANNUAL REPORT 2010-11

9

SANKHYA INFOTECH LIMITED

OPERATIONAL HIGHLIGHTS

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ANNUAL REPORT 2010-11

10

SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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ANNUAL REPORT 2010-11

11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

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ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

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ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

innovations for a Smart future

ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

Nam

e o

f th

e A

sset

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r

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s)

innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 7: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

7

SANKHYA INFOTECH LIMITED

shall not be included in the computation of the ceiling specifiedabove

e Companys contribution to the Provident FundSuperannuation Fund or Annuity Fund to the extent theseeither singly or put together are not taxable under the IncomeTax Act 1961

f Gratuity payable at a rate not exceeding half a monthssalary for each completed year of service and Encashmentof earned leave as per the rules of the CompanyEncashment of leave at the end of the tenure will not beincluded in the computation of ceiling on perquisites

g Commission In addition to the salary amp perquisites he isentitled for a commission 05 on the net profit of theCompany subject to Section 198 amp 309 of the CompaniesAct 1956His gross salary for the financial year 2010-11 was` 3609 Lacs

RESOLVED FURTHER THAT the Board of Directors be and is herebyauthorized to take such steps and do all such acts deeds matters andthings as may be considered necessary proper and expedient to giveeffect to this resolution6 To consider and if thought fit to pass with or without

modification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr Mahesh Bhandari who was appointedby the Board as an Additional Director of the Company with effectfrom 1st October 2010 and who holds office upto the date of thisAnnual General Meeting pursuant to Section 260 of the CompaniesAct 1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

7 To consider and if thought fit to pass with or withoutmodification(s) the following resolution as an OrdinaryResolutionRESOLVED THAT Mr C Anand who was appointed by theBoard as an Additional Director of the Company with effect from1st October 2010 and who holds office upto the date of this AnnualGeneral Meeting pursuant to Section 260 of the Companies Act1956 (the Act ) and in respect of whom the Company hasreceived a notice in writing from a member under Section 257 ofthe Act proposing his candidature for the office of Director be andis hereby appointed as a Director of the Company and whoseoffice is subject to liable to retire by rotation

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

NOTES1 A MEMBER ENTITLED TO ATTEND AND VOTE AT THE

ANNUAL GENERAL MEETING IS ENTITLED TO APPOINTA PROXY OR PROXIES TO ATTEND AND VOTE ON POLLINSTEAD OF HIMSELF AND THE PROXY NEED NOT BEA MEMBER OF THE COMPANYThe instrument appointing proxy should however be deposited atthe registered office of the Company not later than 48 hours beforethe scheduled commencement of the meeting

2 Corporate members are requested to send a duly certified copy ofthe Board Resolution authorizing their representative to attend andvote at the Annual General Meeting

3 Explanatory Statement stating all the material facts relating to theaforesaid Special Business contained in item 5 pursuant toSection 173(2) of the Companies Act 1956 is annexed hereto

4 The Register of Members and Share Transfer Books of theCompany will be closed from 24th September 2011 to 30thSeptember 2011 (both days inclusive)Members are requested to intimate immediately any change intheir address to the Share Transfer Agents Address Ms CanbankComputer Services Ltd (A Subsidiary of Canara Bank) JPRoyale 1st Floor 218 2nd Main Sampige Road (Near 14thCross) Malleswaram BENGULURU - 560003 Tel +91 80-23469661 62 234966465 Fax +91 80-23469667 68 and incase their shares are held in dematerialized form this informationshould be passed on to their respective Depository Participantswithout any delay

5 Members Proxies are requested to bring the Attendance slip dulyfilled in

6 Members holding shares in electronic form are hereby informedthat bank particulars registered against their respective depositoryaccounts will be used by the Company for payment of dividendThe Company or its Registrars cannot act on any request receiveddirectly from the Members holding shares in electronic form forany change of bank particulars or bank mandates Such changesare to be advised only to the Depository Participant of the Members

7 We wish to inform you that our Company shares have alreadybeen admitted in both Ms National Securities Depository Ltd(NSDL) and Central Depository Services India Ltd (CDSL) forthe purpose of holding and trading of the shares in electronic modeThe ISIN allotted to Ms Sankhya Infotech Limited isINE877A01013 Members who are holding shares in physicalform are advised in their own interest to immediately apply forDematerialization of their shares to hold the same in an electronicformIn order to dematerialize your shares and convert them intothe electronic form you are requested to open a Beneficiary Accountwith a Depository Participant (DP) and submit a dematerializationrequest along with the original share certificate(s) to a DP withwhom you open a Beneficiary Account The DP in turn will sendyour share certificate(s) to Ms Canbank Computer ServicesLtd (A Subsidiary of Canara Bank) JP Royale 1st Floor 2182nd Main Sampige Road (Near 14th Cross) MalleswaramBENGULURU - 560003 Tel +91 80-23469661 62 234966465Fax +91 80-23469667 68 for dematerialization of shares

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ANNUAL REPORT 2010-11

8

SANKHYA INFOTECH LIMITED

Thereafter you will receive a confirmation from the DP that theshares have been dematerialized and held in the electronic formsubject to meeting the entire statutory requirement for conversionfrom physical mode to the electronic mode

Further as a part of green initiative in the Corporate Governancethe Ministry of Corporate Affairs vide its Circular No172011dated 21st April 2011 permitted service of notices and documentsin electronic mode Hence members are requested to registertheir e-mail IDrsquos with the Companyrsquos Registrar and TransferAgent as per the details given hereunder

For further clarification if any please feel free to write to ourRegistrar amp Share Transfer Agent at the following address

CANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech Ltd

J P ROYALE 1ST FLOOR 218 2nd MainSampige Road ( Near 14th Cross )Malleswaram Benguluru - 560 003

Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668

Email Id canbank_computerdataoneinURL wwwcanbankrtacom

Item 6 amp 7

The members are informed to observe the prudent Corporate

Governance Practice the Board has appointed MrMahesh

Bhandari and Mr C Anand as Additional Directors of the Companywhose proficiency and knowledge will significantly benefit theCompany

As per Section 260 of the Companies Act 1956 they hold officeonly upto this Annual General Meeting The Company hasreceived a notice under Section 257 of the Companies Act 1956along with the necessary deposit proposing the candidature ofaforesaid Directors The Board recommend the above Resolutionset out at Item 6 amp 7 for acceptance

None of the Directors except MrMahesh Bhandari andMr C Anand may be deemed to be concerned or interested inthe Resolution

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

EXPLANATORY STATEMENT

Pursuant to Section 173(2) of the Companies Act 1956

Item 4

Mr N Sridhar Chairman amp Managing Director is a promoterDirector of the Company and has been associated with theCompany since inception in several capacities The Boardrecommends the adoption of the Resolution set out at Item 4

Except Mr N Sridhar and Mr N Srinivas no other Director maybe deemed to be concerned or interested in the Resolution

Item 5

Mr N Srinivas Vice Chairman is a promoter Director of theCompany and has been associated with the Company sinceinception in several capacities The Board recommends theadoption of the Resolution set out at Item 5

Except Mr N Srinivas and Mr N Sridhar no other Director maybe deemed to be concerned or interested in the Resolution

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ANNUAL REPORT 2010-11

9

SANKHYA INFOTECH LIMITED

OPERATIONAL HIGHLIGHTS

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ANNUAL REPORT 2010-11

10

SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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ANNUAL REPORT 2010-11

11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

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ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

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ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

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ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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Dep

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khs)

innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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511

380

945

224

451

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4930

368

176

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609

5123

400

384

351

120

834

248

151

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492

387

022

401

17

S

No

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T31

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010

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 8: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

8

SANKHYA INFOTECH LIMITED

Thereafter you will receive a confirmation from the DP that theshares have been dematerialized and held in the electronic formsubject to meeting the entire statutory requirement for conversionfrom physical mode to the electronic mode

Further as a part of green initiative in the Corporate Governancethe Ministry of Corporate Affairs vide its Circular No172011dated 21st April 2011 permitted service of notices and documentsin electronic mode Hence members are requested to registertheir e-mail IDrsquos with the Companyrsquos Registrar and TransferAgent as per the details given hereunder

For further clarification if any please feel free to write to ourRegistrar amp Share Transfer Agent at the following address

CANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech Ltd

J P ROYALE 1ST FLOOR 218 2nd MainSampige Road ( Near 14th Cross )Malleswaram Benguluru - 560 003

Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668

Email Id canbank_computerdataoneinURL wwwcanbankrtacom

Item 6 amp 7

The members are informed to observe the prudent Corporate

Governance Practice the Board has appointed MrMahesh

Bhandari and Mr C Anand as Additional Directors of the Companywhose proficiency and knowledge will significantly benefit theCompany

As per Section 260 of the Companies Act 1956 they hold officeonly upto this Annual General Meeting The Company hasreceived a notice under Section 257 of the Companies Act 1956along with the necessary deposit proposing the candidature ofaforesaid Directors The Board recommend the above Resolutionset out at Item 6 amp 7 for acceptance

None of the Directors except MrMahesh Bhandari andMr C Anand may be deemed to be concerned or interested inthe Resolution

By Order of the Board of DirectorsPlace Hyderabad N SridharDate 5-August-2011 Chairman amp Managing Director

EXPLANATORY STATEMENT

Pursuant to Section 173(2) of the Companies Act 1956

Item 4

Mr N Sridhar Chairman amp Managing Director is a promoterDirector of the Company and has been associated with theCompany since inception in several capacities The Boardrecommends the adoption of the Resolution set out at Item 4

Except Mr N Sridhar and Mr N Srinivas no other Director maybe deemed to be concerned or interested in the Resolution

Item 5

Mr N Srinivas Vice Chairman is a promoter Director of theCompany and has been associated with the Company sinceinception in several capacities The Board recommends theadoption of the Resolution set out at Item 5

Except Mr N Srinivas and Mr N Sridhar no other Director maybe deemed to be concerned or interested in the Resolution

innovations for a Smart future

ANNUAL REPORT 2010-11

9

SANKHYA INFOTECH LIMITED

OPERATIONAL HIGHLIGHTS

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ANNUAL REPORT 2010-11

10

SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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ANNUAL REPORT 2010-11

11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

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ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

innovations for a Smart future

ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

innovations for a Smart future

ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

innovations for a Smart future

ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

innovations for a Smart future

ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

innovations for a Smart future

ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

innovations for a Smart future

ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

innovations for a Smart future

ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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ANNUAL REPORT 2010-11

34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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ltFEFF4f7f752890194e9b8a2d7f6e5efa7acb7684002000410064006f006200650020005000440046002065874ef653ef5728684c9762537088686a5f548c002000700072006f006f00660065007200204e0a73725f979ad854c18cea7684521753706548679c300260a853ef4ee54f7f75280020004100630072006f0062006100740020548c002000410064006f00620065002000520065006100640065007200200035002e003000204ee553ca66f49ad87248672c4f86958b555f5df25efa7acb76840020005000440046002065874ef63002gt DAN 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ESP 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FRA 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 ITA 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 JPN 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Page 9: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

9

SANKHYA INFOTECH LIMITED

OPERATIONAL HIGHLIGHTS

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SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

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For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

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MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

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ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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Dep

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(` i

n La

khs)

innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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511

380

945

224

451

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4930

368

176

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609

5123

400

384

351

120

834

248

151

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492

387

022

401

17

S

No

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T31

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010

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 10: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

10

SANKHYA INFOTECH LIMITED

DIRECTORSrsquo REPORTTo the membersWe are pleased to present the results of business and operations for thefinancial year ending March 31 2011 This year has been a year ofrecovery from the challenges that your company had to witness duringthe preceeding two years The company has regained its growth andhas achieved a modest 28 growth in sales at ` 5211 crores asagainst the previous years sales that was at 4077Management of your company have taken measures to improveprofitability and there has been a growth of 69 growth in Y-O-Y ofEBIDTA and 125 growth in Y-O-Y PATDuring the Financial Year 2010-11 the Company recorded a Total Incomeof 521156 lakhs (out of which Export Income accounted for 444345compared to 338601 lakhs for the previous Financial Year) The Profitbefore Interest Depreciation and Tax is 147869 Lakhs compared to` 87643 Lakhs and the Earning per Equity Share to 725 from 322in the previous year

BUSINESS OPERATIONSYour company has registered a significant win of the State Bank eLearningproject The order is to be executed in two parts the first part wassuccessfully completed in time during this financial yearThis is the first foray of your company into the highly competitive BFSIsegment Your company successfully faced stiff competition from most ofthe major Indian and International IT solutions providers who bid for thisprestigious contract Over 300000 employees of State Bank groupspread across the globe are covered with the solution provided bySankhya According to one report this is the largest eLearning applicationever implemented in the globe in the BFSI sectorYour company has signed a memorandum of understanding with defencepublic sector company Bharat Electronics Limited to collaborate in thefield of Simulation and Virtual TrainingWe have reported in our last year Annual report about securing a defencecontract for supply of Simulation and Virtual Training suite We are

delighted to announce that your company has successfully implementedthe project in the current financial year and received payment for theprojectDuring the year your company has won new clients in the Middle EastGulf Air and Gulf Aviation Academy have become the new clients foryour company from BahrainDuring this year the company has recorded a successful execution of itsSILICONtrade suite of products for the Indian ArmyYour company has been maintaining cordial relationship with all theexisting clients New work orders and extension of the existing workorders have been executed during this year Your company has beenable to successfully renew long term contracts with some of the existingclients

The order book of the company stood at 14917 crores to be executedin a maximum period of five years The order pipeline is extremely goodwith an expectation of some large contracts that are expected within theFYE12RESEARCH AND DEVELOPMENT FUNCTIONSThe company has a clear objective for Research and Development andis captured in its RampD vision statement as to Create a breakthroughtechnology that will improve performance is extremely affordableenvironmentally progressive and has enduring sustainabilityAs reported in the Annual Report of last year your company has completedall the requisite paper work and presentations to the Ministry of Scienceand Technology for obtaining the recognition for its RampD centerYour company was particularly focused in upgrading and improving theproduct portfolio through close interactions with prospective and existingclients and has added several new functionality for existing productsand enhanced them to cater to a wider market audienceAs per a well-planned strategy your company has built severalconfigurable software modules that can be used in the main activity ofSimulation and Virtual TrainingThese configurable modules would be used in future projects for clientsFINANCIAL CRISIS MANAGEMENTDuring the financial year the company faced a continuation of the financialchallenges that affected the company in the previous years Businessgrowth new contracts and execution of existing contracts was normaland the company was able to show modest growth However as theInstitute of Chartered Accountants of India has invoked the bank guaranteeof 60 lakhs issued to them State Bank of India has debited our accountand paid to ICAI despite an injunction from the Honable High Court ofAndhra Pradesh against the invocation of the bank guaranteeConsequently the company has taken up the matter with SBI andlodged a formal claim along with its claim for refund of excess interestthat was wrongly debited to our account of over Rupees one croreEven while the company was regularizing the account SBI has classifiedthe companys accounts as Stressed Managed Account without resolvingthe pending claim for refund of excess interest and resolving the disputeover payment of bank guarantee against the orders of the High CourtThe company was able to close all the loan accounts with State Bank ofIndia with the help of an unsecured loanThe company also faced further crisis due to the default in payment fromthe client Kingfisher Airlines An amount of Rupees five crores wasraised as per the contract However Kingfisher could not make thepayment in time and consequently the company was forced to withdrawsoftware license provided to Kingfisher Consequently Kingfisherproposed a phased payment plan with an initial Rupees sixty lakhs

FINANCIAL HIGHLIGHTS 2010-11 2009-10

Income from Operations 521156 407795

Other income 903 290

Total Income 522059 408086

Total Expenses 374190 320443

Earning before DepreciationInterest and Tax 147869 87643

Depreciation 30368 24815

Interest 39148 20840

Profit Before Tax 78353 41989

Provision for Tax ( Incl FBT) 15616 7136

other provision 000 6288

Prior Period Excess incomewritten back 1128 1200

Profit after Tax 61609 27366

Earning Per Share 725 322

FINANCIAL HIGHLIGHTS 2010-11 (` in Lakhs)

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ANNUAL REPORT 2010-11

11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

innovations for a Smart future

ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

innovations for a Smart future

ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

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ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

innovations for a Smart future

ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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ESP 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FRA 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Page 11: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

11

SANKHYA INFOTECH LIMITED

payment This proposal was accepted and the company has signed arevised contract with Kingfisher Subsequently the company is pleasedto inform that payments from Kingfisher are being received as perscheduleCHANGE OF REGISTERED OFFICE amp SOFTWAREDEVELOPMENT CENTREYour company has moved to a modern business park developed by theGovernment of India National Small Industries Corporations in the monthof December 2010 Situated in a sprawling campus with ample parkingspace clean environment and 24 hours uninterrupted power supply thenew office has tremendously improved the ambiance and workingconditions for the employeesBesides the new premises is also close to the talent pool of largeresidential areas and therefore it has been easy to quickly attract goodtalent to the companyThe complete address is given in the COMPANY INFORMATIONsection of this Annual ReportPREFERENTIAL OFFERDuring the year your company has issued 3794600 Share Warrants toPromoter and Non-Promoter at 3203 each An amount of 40154Lakhs is received towards first call moneyThe amount received towards first call money has been utilised as statedin the Postal Ballot NoticeSUBSIDIARY COMPANIESThe Financial details of the subsidiary companies as well as the extent ofholdings therein are provided in a separate section of the Annual report atAnnexure 1Under Section 212(8) of the Companies Act 1956 the Ministry ofCorporate Affairs has exempted from attaching a copy of Balance SheetProfit and Loss Account and schedules thereof Directors Report andAuditors Report of the subsidiary Companies and other documentsrequired to be attached under section 212(1) of the Act to the BalanceSheet of the Company Accordingly the said documents are not attachedwith the Balance Sheet of the Company The Annual Accounts of thesubsidiary Companies are available for inspection by any member investor and the Company will make available these documents detailsupon request by any member of the Company or its subsidiaries interestedin obtaining the same However the data of the subsidiaries has beenfurnished along with the statement pursuant to Section 212 of theCompanies Act 1956 forming part of the Annual Report Further pursuantto Accounting Standard (AS)-21 issued by the Institute of CharteredAccountants of India your company has presented the ConsolidatedFinancial Statements which include financial information relating to itssubsidiaries and forms part of the Annual ReportCONSOLIDATED FINANCIAL STATEMENTSThe Consolidated Financial Statements have been prepared by yourCompany in accordance with the requirements of the Accounting Standards21 23 amp 27 issued by the Institute of Chartered Accountants of India TheAudited Consolidated Financial Statements together with Auditors Reportthereon forms part of the Annual ReportDEPOSITSThe Company has not accepted any Deposits from the Public during theyear pursuant to Section 58A of the Companies Act 1956DIRECTORS RESPONSIBILITY STATEMENTPursuant to Section 217(2AA) of the Companies Act 1956 with respectto the Directors Responsibility Statement it is hereby confirmed that

1 In the preparation of Annual Accounts the applicable AccountingStandards have been followed and that there are no materialdepartures from the same

2 Directors have selected the appropriate Accounting Policies andapplied consistently and have made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2011 and of theprofit of the Company for that period

3 Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions ofthe Companies Act 1956 for safeguarding the assets of theCompany and for preventing and detecting fraud and otherirregularities

4 The Annual Accounts have been prepared on a going concernbasis

BOARD OF DIRECTORSMs M Kavita Prasad is retiring by rotation at the ensuing AnnualGeneral Meeting and is offering herself for re-appointmentAUDITORSThe Companys auditors Ms P Murali amp Co Chartered Accountantsretire at the ensuing Annual General Meeting and expressed theirwillingness to continue as Auditors of the CompanyCONSERVATION OF ENERGY amp TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS AND OUTGOI Conservation of Energy Your Companys operations are software

oriented and not energy intensive Adequate measures are taken toconserve energy wherever possible

II Foreign exchange earnings and outgo

ParticularsYear ended

31- Mar-11 31-Mar-10

Earnings 444345 338601Expenditure 273624 274654

(` in Lacs)

MANAGEMENT DISCUSSION amp ANALYSIS

Pursuant to the provisions of Clause 49 of the Listing Agreement a reporton Management Discussion amp Analysis is enclosed as Annexure 2 tothis Report

CMDs DECLARATION

Pursuant to the provisions of Clause 49(I)(D)(ii) of the Listing Agreementa declaration by the Chairman amp Managing Director of the Companydeclaring that all the members of the Board and the Senior ManagementPersonnel of the Company have affirmed compliance with the Code ofConduct of the Company is enclosed as Annexure 3 to this Report

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges aseparate Report on Corporate Governance is enclosed as Annexure 4forming part of the Annual Report

A Certificate from a firm of Chartered Accountants in whole time practiceconfirming compliance with conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement is annexed to thisReport as Annexure 5

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ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

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13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

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ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

innovations for a Smart future

ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

innovations for a Smart future

ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

Nam

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Dep

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khs)

innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

innovations for a Smart future

ANNUAL REPORT 2010-11

28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

innovations for a Smart future

ANNUAL REPORT 2010-11

29

SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

30

SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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SANKHYA INFOTECH LIMITED

deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 12: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

12

SANKHYA INFOTECH LIMITED

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

PARTICULARS OF EMPLOYEESNo employee of the Company was in receipt of remuneration during the financial year 2010-11 in excessof the sum prescribed under Section 217(2A) of the Companies Act 1956 read with the Companies(Particulars of Employees) Rules 1975INDUSTRIAL RELATIONSYour Company enjoys cordial employee relations marked by empowerment and delegationACKNOWLEDGEMENTSYour Directors gratefully acknowledge the unstinted support extended by the esteemed Customers Bankersand InstitutionsYour Directors also are pleased to record their appreciation for the services rendered by the Employees atall levels in bringing about a better performanceYour Directors express their thanks to the Companys Shareholders and the Investors for their sustainedconfidence in the Management of the Company

MITPL (formerly known as Sankhya Information Technologies India Private Ltd) is yet to commence its

commercial operations

For and on behalf of the Board of Directors

Place Hyderabad NSridharDated 5th August 2011 Chairman amp Managing Director

Annexure-1(Amount in `)

1 Name of Susidiary

SANKHYASARL

FRANCE

SANKHYAUS

CORPORATION

MAHASENAINFO

TECHNOLOGIES(INDIA) PVT LTD

(MITPL)

31st March2011

1 2 3

Financial year endExtent of interest of the HoldingCompany in the capital of theSubsidiaryDate from which it became asubsidiaryNet aggregate amount ofSubsidiaryrsquos profit or loss not dealtwith in the Holding Companyrsquosaccounts

Current year

Net aggregate of the Subsidiaryrsquosprofit less losses dealt with in theHolding Companyrsquos Accounts

Previous year

Current yearPrevious year

31st March2011 31st March2011

100 100

13th April2005 01st May2006 17th August2006

3422798

15519703

Nil Nil Nil

Nil Nil Nil

100

ParticularsSNo

2

4

3

5

6

innovations for a Smart future

ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

innovations for a Smart future

ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

innovations for a Smart future

ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

innovations for a Smart future

ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

innovations for a Smart future

ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

Nam

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Dep

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khs)

innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

innovations for a Smart future

ANNUAL REPORT 2010-11

28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 13: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

13

SANKHYA INFOTECH LIMITED

MANAGEMENTrsquoS DISCUSSION AND ANALYSISBUSINESS OUTLOOK Your Company enjoys the unbroken patronageof all its long-term clients and has added several new clients during thisyear Contracts with these clients are renewed and are current for thenext five to seven years Order book position therefore is good and thecompany has several multi-crore bids that are in advance stage offinalization The company is consistently winning new clients Thecompany therefore is optimistic of bright outlook based on the above twofactors Further efforts restructure the business model and improveproductivity would not only help win new business but also yield betterfinancial resultsThe year has opened several business opportunities that are beingvigorously pursued Efforts of the team have been to stay focused to longterm strategic and continuous revenue stream led business The companyhas a strong order book and further interest from potential clients is strongBusiness perspective of your company is therefore very good Thecompany has finalized a business transaction with a major cloud computinginfrastructure providers for a potential direct sale of our Skill Developmentproducts and coursewareNEW CLIENT ACQUISITION STRATEGYThe company has taken the services of a reputed strategic planner foracquisition of new clients The new client acquisition strategy is based onsuccessful models adopted by other major IT companiesCurrently the company is putting in place teams and process The planis to roll out the new strategy in new client acquisition strategy in twophases and the first phase is likely to be completed within the nextfinancial year and the second phase in the FYE2013Core objective of the new client acquisition strategy is to take a quantumjump in sales Strengthen services focus on strategic alliances in theBFSI segment and leverage global markets based on the success ofState Bank of IndiaFINANCIAL MANAGEMENT Your Company has approached severalnationalized banks for sanction of working capital and term loan facilitiesYour company is fully engaged with these banks for the Sanction As onthe date of this report the company has been informed that one of thenationalized bank has given an in principle approval for sanction workingcapital term loan and bank guaranteesOnce sanctioned the company would have a formal banking supportafter a gap of nearly three years The company proposes to repay asubstantial part of the unsecured loans by utilizing the sanctioned limitsThe management of the company has drawn several measures to reducethe interest burden on the company and steadily repay all debts withincertain targeted periodAWARDS AND RECOGNITION The Company is in the process ofgetting recognition as a Research organization from Government of IndiaCOMPETITION The Company has successfully been able to meet thegrowing demands of the existing and prospective customers in bringingour products and services which take care of the future requirementsRISKS The uncertainty in Global situations may result in lower marginsand late realizations which can hamper the cash flowsINTERNAL CONTROLS There are adequate internal control systemat all levels of the companyHUMAN RESOURCES Your Company has added several highlyqualified professionals who have worked in prestigious organizationsaround the world The Board conveys its sincere appreciation for theexcellent and dedicated efforts put in by the employees despite of thechallenges faced by the Company

Annexure - 2REPORT ON CORPORATE GOVERNANCE

(A) COMPANYS PHILOSOPHY ON CODE OF GOVERNANCE

At Sankhya Infotech ltd corporate governance practices are based onthe principles of integrity transparency fairness independent monitoringand adequate disclosure of the state of affairs of the Company Adoptionof such governance practices ensures accountability of the persons incharge of the Company at the highest levels and benefits not just theinvestors but also the Companys customers creditors employees andthe society at large It is the Companys philosophy and strong belief thatadhering to such high levels of corporate governance practices go a longway in establishing the credibility of the Company and creates significantlong term value for all its stakeholders

The Companys activities are carried out in accordance with goodcorporate practices and the Company is constantly striving to better themand adopt the best practices It is firmly believed that good governancepractices would ensure efficient conduct of the affairs of the Companyand help the Company achieve its goal of maximizing value for all itsstakeholders The Company maintains highest business ethics andcomplies with all the statutory and regulatory requirements

In India Corporate Governance standards for listed companies areregulated by the Securities and Exchange Board of India (SEBI) throughClause 49 of the Listing Agreement of the Stock Exchanges The Companyis in compliance with all the requirements of the corporate governancecode as enshrined in Clause 49 of the listing agreement All the relevantCorporate Governance standards have been fully adhered to

(B) BOARD OF DIRECTORS

The Company is managed by the Board of Directors which formulatesstrategies policies and reviews its performance periodically and managesthe business of the Company The Board of Directors of the Companypromotes the success of the company for the benefit of its members as awhole and a director regards in fulfilling the duty to promote success Thedirector monitors the likely consequences of any decision in the long termin the interests of the companys employees suppliers customersshareholders and others to foster the companys business relationshipswith them that impact of the companys operations on the community andthe environment with the desirability of the company maintaining a reputationfor high standards of business conduct and the need to act fairly asbetween members of a company

Mr N Sridhar Chairman and Managing Director of the Company andMr N Srinivas Vice Chairman of the Company Executive Directorsof the Company are in whole time employment of the Holding CompanySankhya Infotech ltd and draw remuneration from it

Mr N Ramakrishna Rao Non-Executive Director and Chairman of theCompany has resigned with effect from the close of working hours on30th October 2010 Mr N R Mohanty Non-Executive IndependentDirector and Chairman of the Company has resigned with effect from theclose of working hours on 20th September 2010 DrSridhar SeshadariNon- Executive and Independent Director of the Company has resignedwith effect from the close of working hours on 20th September 2010 andMr Mahesh Bhandari is appointed as Non- Executive and IndependentDirector of the Company with effect from 20th September 2010MrSanthana Krishnan Non- Executive and Independent Director of theCompany has resigned with effect from the close of working hours on20th September 2010 and Mr Anand Cherukupalli is appointed as Non-

Annexure - 3

innovations for a Smart future

ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 14: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

14

SANKHYA INFOTECH LIMITED

Executive and Independent Director of the Company with effect from 20thSeptember 2010

COMPOSITION OF BOARD

The composition of the Board is in conformity with Clause 49 of the ListingAgreement as amended from time to time The Executive Chairman ofthe Company is a Promoter and the number of Non-ExecutiveIndependent Directors is more than one-half of the total number of Directors

Currently the Companys Board comprises of five Directors including theManaging Director The Chairman is an Executive Director and is a

professional Director in his individual capacity There are threeIndependent Non - Executive Directors who are professionals withexpertise and experience in their individual allied fields

FIVE (5) Board Meetings were held during the year 2010-11 (ie from1st April 2010 to 31st March 2011) on 01st May 2010 22nd May 201014th August 2010 28th October 2010 amp 15th February 2011

The names and categories of the Directors on the Board their attendanceat Board Meetings held during the year and the number of Directorshipsand Committee ChairmanshipsMemberships held by them in othercompanies are given herein below

Name amp DesignationCat-

egory

No ofMeetings

held duringthe LastFinancial

Year

No ofMeetingsattended

Attendanceat the Last AnnualGeneral Meetingheld on 30-11-09

No ofDirectorships in

other publiccompanies

No of Committeepositions held in

other publicCompanies

N SRIDHARCHAIRMAN amp MANAGING DIRECTOR WTD 5 5 YES NIL NIL NIL NIL

N SRINIVASVICE ndashCHAIRMAN WTD 5 5 YES NIL NIL NIL NIL

MS KAVITA PRASADDIRECTOR NED-I 5 2 NO NIL 5 1 1

MAHESH BHANDARI DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

CANAND DIRECTOR NED-I 5 2 NO NIL NIL NIL NIL

ChairmanMember MemberChairman

NED-Non Executive Director WTD-Whole Time Director NED-I-Non Executive Director-IndependentChairmanship membership in Investor Grievances Committee and Audit Committee are only considered Appointed wef 01102010

Notes

(i) The directorships held by the directors as mentioned above do notinclude the directorships held in foreign companies and companiesunder Section-25 of the Companies Act 1956

(ii) The committees considered for the purpose are those prescribedunder Clause 49(I)(C)(ii) of the Listing Agreement(s) viz auditcommittee and shareholdersinvestors grievance committee of pub-lic limited companies and private limited companies which arepublic limited companies in terms of section 3(1)(iv)(c) of the Com-panies Act 1956

(iii) Except MrNSridhar and MrNSrinivas who are relatives(MrNSridhar is Brother of MrNSrinivas) and promoter directorsnone of the directors are relatives of any other director

BOARD PROCEDUREA detailed agenda folder is sent to each Director in advance of Board andCommittee Meetings To enable the Board to discharge its responsibilitieseffectively The Managing Director appraises the Board at every meetingof the overall performance of the Company A detailed functional report isalso placed at Board Meetings

The Board reviews strategy and business plans annual operating andcapital expenditure budgets investment and exposure limits compliancereports of all laws applicable to the Company as well as steps taken bythe Company to rectify instances of non-compliances if any The Board

also reviews major legal issues minutes of the Board Meetings of theCompanys subsidiary companies significant transactions and arrange-ments entered into by the subsidiary companies adoption of financialresults transactions pertaining to purchase or disposal of propertiesmajor accounting provisions and write-offs corporate restructuring min-utes of meetings of the Audit and other Committees of the Board andinformation on recruitment of officers just below the Board level includ-ing the Company Secretary and the Compliance Officer

PROMOTERS AND BOARD OF DIRECTORS PROFILEMr N Sridhar Chairman and Managing Director Technocrat businessman with a Masters degree in Computer Science and 27 years ofexperience in the Software Industry Mr Sridhar has been one of thefounding members of Sankhya InfoTech Ltd

Mr N Srinivas Vice Chairman He is one of the founding members ofSankhya with a Masters degree in Commerce and a professionalqualification of ICWA

Independent DirectorsMs Kavita Prasad (Director in HBL) She is a Graduate in Commercefrom Osmania University and Postgraduate diploma holder from NIIT incomputer application She becomes a Director in HBL Power SystemsLtd in the year 1995 She has been looking after the exports Market andFinance of the HBL Power Systems Limited presently servicing asWhole Time Director

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ANNUAL REPORT 2010-11

15

SANKHYA INFOTECH LIMITED

Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

innovations for a Smart future

ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

Nam

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Dep

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khs)

innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

innovations for a Smart future

ANNUAL REPORT 2010-11

28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 15: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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Mr Mahesh Bhandari He is a Chartered Accountant CPA from USAand MSM from USA Lawyer with experience spanning all spectrumsof the business such as Power Mining Information Technology Legal ampInternational Finance He was the Executive Vice President of TCSand President of Tata Power He was also the CEO of Essel Group ofCompanies He is currently the Managing Director of NSL Power Ltd atHyderabad

Mr C Anand He holds a Bachelor Degree from Osmania UniversityHe is a practicing Chartered Accountant for the last 20 years withextensive experience in the fields of Audit Taxation and Finance

CODE OF CONDUCTThe Company has established a Code of Conduct for its Board Mem-bers and Senior Management personnel The Code of Conduct for theBoard Members and Senior Management personnel is posted on theCompanys Website wwwsankhyanet All the Board Members andSenior Management personnel have complied with the Code of Con-duct

(C) AUDIT COMMITTEEThe Board of Directors of the Company have re- constituted the AuditCommittee on 1st October 2010 The Terms of reference of the AuditCommittee covers the matters specified for Audit Committees underclause 49 of the Listing agreement and also as required under Section292A of the Companies Act 1956The Audit Committee comprises of thefollowing members

1 MrCAnand - Independent Director amp Chairman

2 MsKavita Prasad - Independent Director amp Member

3 MrNSrinivas - Member

The Statutory Auditors are also the invitee to the meetings During theyear under review (ie from 1st April 2010 to 31st March 2011) theCommittee met 4 times on 22nd May 2010 10th July 2010 14th August2010 28th October 2010 amp 15th February 2011

All the Members of the Committee possess strong accounting and finan-cial management knowledge The terms of reference of this Committeeare very wide Besides having access to all the required informationfrom within the Company the Committee can obtain external profes-sional advice whenever required The Committee acts as a link betweenthe Statutory Auditors and the Board of Directors of the Company It isauthorized to select and establish accounting policies review reports ofthe Statutory Auditors and meet with them to discuss their findingssuggestions and other related matters The Committee is empowered tointer alia review the remuneration payable to the Statutory Auditors and torecommend a change in Auditors if felt necessary It is also empoweredto review Financial Statements and investments of unlisted subsidiarycompanies Management Discussion amp Analysis material individualtransactions with related parties not in normal course of business orwhich are not on an arms length basis Generally all items listed in

Clause 49 II (D) of the Listing Agreement are covered in the terms ofreference The Audit Committee has been granted powers as prescribedunder Clause 49 II (C) The Meetings of the Audit Committee are alsoattended by the Chairman amp Managing Director

SUBSIDIARY COMPANIESThe Company has following subsidiaries

1 Sankhya SARL France

2 Sankhya US Corporation USA

3 Mahasena Info Technologies (India) Private Limited

The Audit Committee reviews the financial statements of the SubsidiariesMs Sankhya SARL France Ms Sankhya US Corporation and MsMahasena Info Technologies (India) Pvt Ltd

(D) REMUNERATION COMMITTEEREMUNERATION POLICYWhile deciding on the remuneration for Directors the Board Remunera-tion Committee (Committee) considers the performance of the Companythe current trends in industry the qualification of the appointee(s) theirexperience past performance and other relevant factors The Board Committee regularly keeps track of the market trends in terms of com-pensation levels and practices in relevant industries through participationin structured surveys This information is used to review the Companysremuneration policies

The Company pays remuneration by way of salary benefits perquisitesand allowances (fixed component) to its Managing Director and Execu-tive Directors Annual increments are decided by the RemunerationCommittee within the salary scale approved by the Members and areeffective April 1 each year The Remuneration Committee decides on thecommission payable to the Managing Director and the Executive Direc-tors out of the profits for the financial year and within the ceilings pre-scribed under the Companies Act 1956 based on the performance of theCompany as well as that of the Managing Director and each ExecutiveDirector

During the year 2010-11 the Company paid Sitting Fees of RupeesTwenty Thousand to its Non-Executive Directors for attending meetingsof the Board and meetings of Committees of the Board The Companyalso reimburses the out-of-pocket expenses incurred by the Directors forattending meetings

COMPOSITION OF REMUNERATION COMMITEEThe Company reconstituted the Remuneration Committee on 1st Octo-ber 2010 consisting of the following Independent Non Executive Direc-tors

a Mr Mahesh Bhandari - Chairman

b MsKavita Prasad - Member

c MrCAnand - Member

Mr N SRIDHARChairman amp Managing Director WTD 3600000 9360 -- 3609360Mr N SRINIVASVice -Chairman WTD 3600000 9360 -- 3609360

Name amp Designation Category Salary Allowance Perquisites

Commission Total

(Amount in `)Details of Remuneration paid to all the Whole Time Directors during the year 2010-11

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DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

innovations for a Smart future

ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

Nam

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Dep

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(` i

n La

khs)

innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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ANNUAL REPORT 2010-11

28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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ANNUAL REPORT 2010-11

29

SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

30

SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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32

SANKHYA INFOTECH LIMITED

B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 16: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

16

SANKHYA INFOTECH LIMITED

DETAILS OF RESOLUTIONS PASSED LAST YEAR THROUGH POSTAL BALLOT THE PERSONS WHO CONDUCTED THE POSTALBALLOT EXERCISE AND DETAILS OF THE VOTING PATTERN

During the year ended March 31 2011 the Company sought approval from its shareholders on two occasions for passing Special Ordinaryresolutions through the process of Postal Ballot in accordance with the Provisions of 192A of the Act read with the Companies Passing of theResolutions by Postal Ballot Rules 2001 The Board of Directors of the Company at its meetings had appointed Scrutinizers for conducting thePostal Ballot in fair and transparent manner The postal ballot forms received were kept in boxes sealed by the scrutinizers The declared results ofthe Postal Ballot were announced through newspaper and were also displayed on the website of the Company wwwsankhyanet Details of thesame are given below-

(i) Resolutions passed on September 3 2010 (Notice dated 22052010)

(E) SHAREHOLDERS INVESTORS GREIVANCE COMMITTE

TERMS OF REFERENCE

The Committee inter alia approves issue of duplicate certificates and oversees and reviews all matters connected with transfer of securities of theCompany The Committee also looks into redressal of shareholders investors complaints related to transfer of shares non-receipt of Balance Sheetnon- receipt of declared dividend etc The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommendsmeasures for overall improvement in the quality of investor services

COMPOSITION MEETINGS AND ATTENDANCE

In compliance with the Listing Agreement requirements and provisions of the Companies Act 1956 the Company has constituted an InvestorGrievance Committee consisting of majority of Non-Executive Independent Directors Committee consists of three members comprising of

Name Designation amp Category

Mr C Anand Independent Director amp Member

Ms Kavita Prasad Independent Director amp Member

Mr N Sridhar Director amp Member

During the year no complaint was received from the shareholder As on 31st March 2011 there are no pending grievances of the shareholder orinvestors

(F) GENERAL BODY MEETINGS

The particulars of the Annual General Meetings of the Company for the last three financial years are as follows -

Financial year Location Date of AGM Time of AGM held2007-08 Taj Tri-Star Hotel Secunderabad 29-12-2008 300 pm

2008-09 Taj Tri-Star Hotel Secunderabad 30-11-2009 1130 am

2009-10 Taj Tri-Star Hotel Secunderabad 30-09-2010 1000 am

For Non-Executive DirectorsSitting fee is paid to all Non -Executive Directors

(Amount in )

Name AmountMrMahesh Bhandari 20000MsKavita Prasad 20000MrCAnand 20000Total 60000

SlNo Particulars Details Dates1 Date of Board Meeting 220520102 Scrutinizer appointed by the Board

of Directors at its meeting MrDVMGOPAL MCom ACSPracticing Company Secretary

3 Date of Notice seeking Shareholders approval 220520104 Date of Completion of Dispatch of Notice 300620105 Last date of receipt of duly filled Postal ballot form 310720106 Date of submission of scrutinizers report to the Chairman 050820107 Date of declaration of result 05082010

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SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

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ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

Nam

e o

f th

e A

sset

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ith M

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r

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s)

innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 17: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

17

SANKHYA INFOTECH LIMITED

Particulars of Resolutions passedSpecial-

SlNo Particulars

1 Issue of 2269400 share warrants to Non promoters

2 Issue of 3000600 share warrants to Promoters

VOTING PATTERN-Particulars Total Votes Total Valid

votes Cast Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8500005 3676573 3671173 300 Resolution 2 8500005 3676573 3671173 300

(ii) Resolutions passed on October 28 2010 (Notice dated 22052010)

SlNo Particulars Details Dates 1 Date of Board Meeting 22052010 2 Scrutinizer appointed by the

Board of Directors at its meeting MrDVMGOPAL MCom ACS Practicing Company Secretary

3 Date of Notice seeking Shareholders approval

22052010

4 Date of Completion of Dispatch of Notice

30062010

5 Last date of receipt of duly filled Postal ballot form

31072010

6 Date of submission of scrutinizers report to the Chairman

05082010

7 Date of declaration of result 05082010

Particulars of Resolutions passedSpecial-

SlNo Particulars1 Issue of 1475400 share warrants to Promoters

VOTING PATTERN-

Particulars Total Votes Total Valid votes Cast

Total valid votes case in favor of the resolution

Total valid votes case against the resolution

Resolution 1 8550005 65 58 7 (G) DISCLOSURESDisclosures of transactions with Related PartiesThere were no materially significant related party transactions made by the Company with its Promoters Directors or relatives or the Managementtheir subsidiaries etc which have potential conflict with the interests of the Company at large The Register of Contracts containing the transactionsin which Directors are interested if any is placed before the Board at every Board Meeting for approval Transactions with related parties aredisclosed in Note No6 of Schedule 12 to the Accounts in the Annual ReportDisclosure of Accounting Treatment in preparation of Financial StatementsThe Company has followed the guidelines of Accounting Standards laid down by The Institute of Chartered Accountants of India (ICAI) and theCompanies (Accounting Standards) Rules 2006 in preparation of its financial statementsDetails of non-compliance with regard to Capital MarketThere were no instances of non-compliances by the Company on any matter related to capital markets The Company has complied with therequirements of listing agreement as well as the regulations and guidelines prescribed by the Securities and Exchange Board of India (SEBI) TheCompany has paid listing fees to the stock exchanges and annual custodial fees to the depositories for the financial year 2010-11 in terms of Clause38 of listing agreement There were no penalties imposed nor strictures passed on the Company by the Stock Exchanges SEBI or any otherstatutory authority on any matter related to capital markets during last three yearsSECRETARIAL AUDIT FOR RECONCILIATION OF CAPITALA qualified practicing Company Secretary carried out quarterly Secretarial Audit to reconcile the total admitted capital with National SecuritiesDepositary Limited (NSDL) and Central Depositary Services (India) Limited and the total issued and listed capital The audit confirmed that the total

innovations for a Smart future

ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

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ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

innovations for a Smart future

ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

Nam

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khs)

innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

innovations for a Smart future

ANNUAL REPORT 2010-11

28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

innovations for a Smart future

ANNUAL REPORT 2010-11

29

SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

30

SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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SANKHYA INFOTECH LIMITED

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SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 18: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

18

SANKHYA INFOTECH LIMITED

issued paid up capital was in agreement with the aggregate of the total number of shares in physical form and the total number of dematerializedshares held with NSDL and CDSLMEANS OF COMMUNICATIONa The Quarterly Half yearly un-audited financial results are generally published in widely circulating national and local newspapers These

results are also published in the website of the Company wwwsankhyanet and sent to stock exchangesb The Management Discussion amp Analysis Report forms part of this Annual Report(H) GENERAL SHAREHOLDERS INFORMATION

Annual General MeetingDay date and time Friday the 30th September 2011 at 1000 amVenue NSIC BUILDING ECIL PO HYDERABAD - 500062

Financial Calendar1 First Quarter results 2nd week of August 20112 Half yearly results 2nd week of November 20113 Third Quarter results 2nd week of February 20124 Last Quarter results

Results for the yearEnding 31st March 2012 Last week of May 2012 (Audited)

5 Book Closure date from 24-09-2011 to 30-09-2011(Both days inclusive)

6 Listing of Equity shares on Bombay Stock Exchange Limited (BSE)Stock Exchanges and Stock Scrip Id SANKHYAINCode Stock Code 532972

Listing fees has been paid to Bombay Stock Exchange for the financial year 2010-117 Demat ISIN for NSDL amp CDSL INE877A01013a) 8182162 Equity shares representing 9626 of the total Equity Capital are held in dematerialized form as on 31st March 2011b) Market price data (High Low) on BSE during the each month

Month High Price

Low Price

Apr-10 3920 2600 May-10 4010 3025 Jun-10 3600 3020

Jul-10 3740 3000 Aug-10 3500 2700

Sep-10 3475 2800

Oct-10 3195 2750 Nov-10 3175 2200 Dec-10 3150 2025 Jan-11 2795 2155 Feb-11 2450 1590 Mar-11 1925 1645

BSE - INDEX vs SANKHYA PRICE MOVEMENT

innovations for a Smart future

ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

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ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

innovations for a Smart future

ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

innovations for a Smart future

ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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SANKHYA INFOTECH LIMITED

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27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

Nam

e o

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e A

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 19: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

19

SANKHYA INFOTECH LIMITED

Share Holding Distribution Schedule

RANGE NUMBER of TOTAL IN Rs of TOTAL

0 5000 6159 8688 8147270 959

5001 10000 383 540 3247460 382

10001 20000 225 317 3531640 415

20001 30000 99 140 2485990 292

30001 40000 36 051 1244460 146

40001 50000 46 065 2191220 258

50001 100000 61 086 4761130 560

100001 And above 80 113 59390880 6987

7089 10000 85000050 10000 Registrar amp Share Transfer AgentCANBANK COMPUTER SERVICES LTDUnit Ms Sankhya Infotech LtdJ P ROYALE 1ST FLOOR 218 2nd Main Sampige Road(Near 14th Cross) Malleswaram Benguluru - 560 003Tel 91-80-23469661 62 23469664 65Fax 91-80-23469667 668Email Id canbank_computerdataoneinURL wwwcanbankrtacomShare Transfer SystemPresently the share transfers which are received in physical form are processed by the Registrar and Share Transfer Agent and approved by theCompliance Officer and the share certificates are returned within 15 days from the date of lodgment subject to the transfer instruments being validand complete in all respects

Shareholding Pattern of the Company as on March 31 2011 was as follows-

Category age of total CapitalPromoters Holding 3190Non-Promoter HoldingCorporate Bodies 2083Indian Public 4687NRIs OCBs 037BANKS 004TOTAL 10000

Dematerialization of shares and liquidity

The shares of the Company are in compulsory demat segment and are available for trading in the depositary systems of both NSDL amp CDSLAs on March 31 2011 9626 of the shares are in the dematerialized form Consequent to the listing of Companys equity shares at BSE therehas been regular trading at BSE in the Companys scrip

Unclaimed Dividends

Dividend History amp transfer of Unclaimed Dividend to Investor Education amp Protection Fund (IEPF)

Sl No

Financial year

Interim Final

Date of declaration

Rat

e of

di

vide

nd

Dividend amount Excluding Tax

Dividend distribution Tax (Rs Crs)

Amount remaining unclaimed as on 31032011

Due date of transfer to IEPF

1 2006-07 Final 28-09-2007 10 9944156 144151 31322700 28-09-2014 2 2007-08 Final 29-12-2008 12 10200006 1733491 24042480 29-12-2015

(Amount in `)

For and on behalf of the Board of Directors

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

1444151

innovations for a Smart future

ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

innovations for a Smart future

ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 20: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

20

SANKHYA INFOTECH LIMITED

AUDITORrsquoS CERTIFICATE ON CORPORATE GOVERNANCEToThe MembersMs SANKHYA INFOTECH LIMITED

We have examined the compliance of conditions of Corporate Governance by Ms SANKHYA INFOTECHLIMITED for the year ended 31st March 2011 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with stock exchanges

The compliance of conditions of Corporate Governance is the responsibility of the Management Ourexamination has been limited to procedures and implementations thereof adopted by the Company forensuring compliance of the conditions of the Corporate Governance It is neither an audit nor an expressionof opinion on the financial statements of the Company

In our opinion and to the best of our information and according to the explanations given to us and basedon the representations made by the Directors and the Management we certify that the Company hascomplied with the conditions of Corporate Governance as stipulated in Clause 49 of the above mentionedListing Agreement

We state that no investor grievances were pending for a period exceeding one month against the Companyas per the records maintained by the Shareholders Investors Grievance Committee

We further state that such compliance is neither an assurance as to the future viability of the Company norof the efficiency or effectiveness with which the management has conducted the affairs of the Company

For Ms P Murali amp CoChartered Accountants

P Murali Mohana RaoPlace Hyderabad PartnerDate 13th May 2011 Membership No 23412

Annexure - 5

Annexure - 4CEOrsquos Declaration

I NSridhar Chairman and Managing Director do hereby declare that pursuant to the provisions of Clause 49 (I) (D)(ii) of Listing Agreement all the members of the Board and Senior Management Personnel of the Company havefurnished there affirmation of compliance with the Code of Conduct of the Company

Place Hyderabad Mr N SridharDated 5-August-2011 Chairman amp Managing Director

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ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

innovations for a Smart future

ANNUAL REPORT 2010-11

28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

innovations for a Smart future

ANNUAL REPORT 2010-11

29

SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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SANKHYA INFOTECH LIMITED

deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 21: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

21

SANKHYA INFOTECH LIMITED

AUDITORrsquoS REPORTToThe Members ofMs SANKHYA INFOTECH LIMITED

We have audited the attached Balance Sheet of SANKHYA INFOTECHLIMITED as at 31st March 2011 and also the Profit amp Loss Account forthe period ended on the date annexed thereto and the cash flow statementfor the period ended on that date These financial statements are theresponsibility of the Companys Management Our responsibility is toexpress an opinion on these financial statements based on our auditWe conducted our audit in accordance with auditing standards generallyaccepted in India Those Standards require that we plan and perform theaudit to obtain reasonable assurance about whether the financial statementsare free of material misstatement An audit includes examining on a testbasis evidence supporting the amounts and disclosures in thefinancial statement An audit also includes assessing the accountingprinciples used and significant estimates made by management aswell as evaluating the overall statement presentation We believe that ouraudit provides a reasonable basis of our opinionAs required by the Companies (Auditors Report) Order 2003 issued bythe Central Government of India in terms of the sub-section (4A) ofsection 227 of the Companies Act 1956 we enclose in the annexure astatement on the matters specified in paragraphs 4 and 5 of the said orderFurther to our comments in the Annexure referred to above we reportthat(i) We have obtained all the information and explanations which to the

best of our knowledge and belief were necessary for the purposesof our Audit

(ii) In our opinion proper books of account as required by law havebeen kept by the company so far as appears from ourexamination of those books

(iii) The Balance Sheet amp Profit amp Loss Account dealt with by this reportare in agreement with the books of account

(iv) In our opinion the Balance Sheet amp Profit amp Loss Account dealtwith by this report comply with the Accounting standardsreferred to in sub-section (3C) of Section 211 of Companies Act1956

(v) On the basis of written representations received from the Directorsas on 31st March 2011 and taken on record by the Board ofDirectors we report that none of the Directors is disqualified as on31st March 2011 from being appointed Director in terms of clause(g)of sub-section(1) of section 274 of the Companies Act1956

(vi) In our opinion and to the best of our information and according to theexplanations given to us the said accounts give the informationrequired by the Companies Act 1956 in the manner so requiredand give a true and fair view in conformity with theaccounting principles generally accepted in India

(a) In the case of the Balance Sheet of the state of affairs of theCompany as at 31st March 2011

(b) In the case of the Profit amp Loss Account of the Profit for the periodended on that date

And(c) In the case of the Cash Flow of the cash flows for the period ended

on that dateFor PMURALI amp CO

CHARTERED ACCOUNTANTSRegn No 007257S

PLACE HYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

ANNEXURE TO THE AUDITORS REPORTI(a) The Company has maintained proper records showing full

particulars including quantitative details and situation of FixedAssets

(b) As explained to us the fixed assets have been physically verifiedby the management at reasonable intervals and no materialdiscrepancies between the book records and the physical inventoryhave been noticed on such verification

(c) The Company has not disposed off substantial part of the FixedAssets during the year

II

(a) The Companys nature of operations does not require it to holdInventories Accordingly Clause 4(ii) of the Order is not applicable

III The Company has granted and taken loans unsecured to fromCompanies Firms or other Parties covered in the register maintainedUs301 of the Companies Act 1956 and registers are beingmaintained by the company

IV In our opinion and according to the information and explanationsgiven to us there are generally adequate internal control procedurescommensurate with the size of the company and the nature of itsbusiness with regard to purchase of fixed assets and for sale ofgoods

There is no continuing failure by the company to correct any majorweaknesses in internal control

V In respect of transactions entered in the register maintained inpursuance of section 301 of the Companies Act 1956

(a) In our opinion and according to the information and explanationgiven to us we are of the opinion that the transactions that need tobe entered into register maintained under section 301 of theCompanies Act 1956 have been so entered

(b) In our opinion and according to the information and explanationsgiven to us the transactions made in pursuance of arrangementsentered in the register maintained under section 301 of theCompanies Act 1956 in respect of other parties are reasonable

VI In our opinion and according to the information and explanationsgiven to us the company has complied with the provisions ofsection 58A and 58AA of the Companies Act 1956 and theCompanies(Acceptance of Deposits) Rules 1975 with regard tothe deposits accepted from public No order is passed by theCompany Law Board or National Company Law Tribunal orReserve Bank of India or any Court or any other Tribunal

VII In our opinion the company is having internal audit systemcommensurate with its size and nature of its business

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ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

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ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

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ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 22: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

22

SANKHYA INFOTECH LIMITED

VIII In respect of the Company the Central Government has notprescribed maintenance of cost records under clause(d) of sub-section(1) of section 209 of the Companies Act 1956

IX The Company is regular in depositing statutory dues including PFESI and any other statutory dues with the appropriate authoritiesand at the last of the financial year there were no amountsoutstanding which were due for more than 6 months from thedate

X The Company has been registered for a period of not less than 5years and the company has no accumulated losses at the end ofthe financial year and the company has not incurred cash lossesin this financial year and in the immediately preceding such financialyear

XI According to information and explanations given to us the Companyhas not defaulted in repayment of dues to financial Institutions orbanks

XII According to the information and explanations given to us theCompany has not granted any loans or advances on the basis ofsecurity by way of pledge of shares debentures and other securitiesand hence the applicability of the clause regarding maintenance ofadequate documents in respect of loans does not arise

XIII This clause is not applicable to this Company as the Company isnot covered by the provisions of special statute applicable to ChitFund in respect of NidhiMutual Benefit FundSocieties

XIV According to the information and explanations given to us thecompany is not dealing or trading in shares Securities Debenturesand other investments and hence the provisions of clause 4(xiv)of the Companies (Auditors Report) Order 2003 are not applicableto the Company

XV According to the information and explanations given to us theCompany has not given any guarantee for loans taken by othersfrom Banks or Financial Institutions and hence the applicability ofthis clause regarding terms and conditions which are prejudicial tothe interest of the company does not arise

XVI According to the information and explanations given to us thereare No Term Loans availed by the company

XVII According to the information given to us and on an overallexamination of the Balance Sheet of the Company we report thatthe funds raised on short-term basis have not been used for longterm investment and vice-versa during the year under audit

XVIII According to the information and explanations given to us theCompany has not made preferential allotment of Shares to partiesand Companies covered in the Register maintained under section301 of the Companies Act 1956 and hence the applicability of theclause regarding the price at which shares have been issued andwhether the same is not prejudicial to the interest of the Company

XIX According to the information and explanations given to us thecompany has not issued any debentures

XX According to information and explanations given to us the companyhas not raised money by way of public issues during the yearhence the clause regarding the disclosure by the management onthe end use of money raised by Public Issue is not applicable

XXI According to the information and explanations given to us no fraudon or by the Company has been noticed or reported during theyear under audit

For PMURALI amp COCHARTERED ACCOUNTANTS

Regn No 007257SPLACEHYDERABAD P MURALI MOHANA RAODATE 13th May 2011 PARTNER

M No 23412

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

Nam

e o

f th

e A

sset

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e

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at01

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ith M

edia

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ET

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as n

ot b

een

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se

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e du

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r

(` i

n L

akh

s)

innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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UntaggedRGBHandling LeaveUntagged UseDocumentBleed false gtgt ]gtgt setdistillerparamsltlt HWResolution [2400 2400] PageSize [612000 792000]gtgt setpagedevice

Page 23: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

23

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Share Warrants Application Money 40154

Reserves amp Surplus 2 492040 430431

Total Shareholders Fund 617194 515431

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 823473 717324

APPLICATION OF FUNDS

Fixed Assets

Gross Block 4 522445 384351

Less Accu Depreciation 176018 145649

Net Block 346427 238702

Capital Work in Process 63322 53222

409749 291923

Investments 5 5845 5845

Current Assets Loans

and Advances 6 536650 474190

Less Current Liabilities

and Provisions 7 128771 54635

Net Current Assets 407879 419555

TOTAL OF APPLICATION 823473 717324

BALANCE SHEET AS AT 31ST MARCH 2011

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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SANKHYA INFOTECH LIMITED

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ters

400

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965

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ctor

200

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413

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480

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ture

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11 S

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400

050

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14 S

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M S

erve

r 20

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421

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15 S

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ce C

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16 T

ally

9 G

old

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clip

se 3

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18 V

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20 D

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are

40

00

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21 L

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ET

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ecia

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as n

ot b

een

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se

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e du

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r

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s)

innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 24: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

24

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

PROFIT amp LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

INCOME

Software Income 8 521156 407795

Other Income 9 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 10 280762 277138

Operations amp Other Expenses 11 132576 64145

TOTAL EXPENDITURE 413338 341284

PROFIT BEFORE DEPRECIATION amp TAXES 108721 66802

Depreciation 4 30368 24815

PROFIT BEFORE TAX 78353 41987

Provision for

Income Tax - Current year 15616 7136

Other Provision 6288

Prior Period Excess Income written Back 1128 1200

NET PROFIT 61609 27364

Profit after Tax amp Prior Period Adjustments 61609 27364

Amount Transferred to Balance Sheet 61609 27364

EPS- Basic 725 322

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

(` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

innovations for a Smart future

ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 25: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

25

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

EQUITY SHARE CAPITAL 1

A Authorized Capital

15000000 Equity Shares of `10 Each 150000 150000

150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each fully paid up 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 334980 307614

- Add Profit for the Year 61609 27366

Total 492040 430431

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promotersand Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans 20000 120184

(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)( PREVIOUS YEAR -gt State Bank of IndiaCommercial Branch Secunderabad )

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from theShareholders and others)

Total 206279 201893

Schedules Forming Part of Balance Sheet (` in Lakhs)

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ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

innovations for a Smart future

ANNUAL REPORT 2010-11

28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

innovations for a Smart future

ANNUAL REPORT 2010-11

29

SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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SANKHYA INFOTECH LIMITED

deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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40

SANKHYA INFOTECH LIMITED

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41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 26: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

26

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

27

SANKHYA INFOTECH LIMITED

Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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ANNUAL REPORT 2010-11

28

SANKHYA INFOTECH LIMITED

Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

innovations for a Smart future

ANNUAL REPORT 2010-11

29

SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

30

SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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SANKHYA INFOTECH LIMITED

deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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SANKHYA INFOTECH LIMITED

B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 27: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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Particulars SchAs at

31-Mar-11As at

31-Mar-10

Schedules Forming Part of Balance Sheet (` in Lakhs)

INVESTMENTS 5Longterm Investments (Unqouted)Investments in Wholly Owned Subsidiaries

- Sankhya SARL France 173 173

- Sankhya US Corporation US 4672 4672

- Mahasena Info Technologies (India) Pvt Ltd 1000 1000

Total 5845 5845

CURRENTS ASSETS LOANSAND ADVANCES 6A Cash and Bank Balances

Cash on Hand 012 036

Bank

- in Current Account 14554 998

- in Overseas Account 099 104

- Un Paid Dividend Ac 553 556

Sub-total 15218 1694

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors

(Un-secured and considered good)

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances

- Advances for Expenditure 014 2955

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

- Advance to Sankhya US (wos) 54051 54051

Sub-total 63482 61741

Total 536650 474190

CURRENT LIABILITIES AND PROVISIONS 7- Sundry Creditors 102660 31510

- Provisions 26111 23125

Total 128771 54635

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

innovations for a Smart future

ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

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Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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DownsampleGrayImages true GrayImageDownsampleType Bicubic GrayImageResolution 300 GrayImageDepth -1 GrayImageMinDownsampleDepth 2 GrayImageDownsampleThreshold 150000 EncodeGrayImages true GrayImageFilter DCTEncode AutoFilterGrayImages true GrayImageAutoFilterStrategy JPEG GrayACSImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt GrayImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt JPEG2000GrayACSImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt JPEG2000GrayImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt AntiAliasMonoImages false CropMonoImages true MonoImageMinResolution 1200 MonoImageMinResolutionPolicy OK DownsampleMonoImages true MonoImageDownsampleType Bicubic MonoImageResolution 1200 MonoImageDepth -1 MonoImageDownsampleThreshold 150000 EncodeMonoImages true MonoImageFilter CCITTFaxEncode MonoImageDict ltlt K -1 gtgt AllowPSXObjects false CheckCompliance [ None ] PDFX1aCheck false PDFX3Check false PDFXCompliantPDFOnly 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ltFEFF4f7f752890194e9b8a2d7f6e5efa7acb7684002000410064006f006200650020005000440046002065874ef653ef5728684c9762537088686a5f548c002000700072006f006f00660065007200204e0a73725f979ad854c18cea7684521753706548679c300260a853ef4ee54f7f75280020004100630072006f0062006100740020548c002000410064006f00620065002000520065006100640065007200200035002e003000204ee553ca66f49ad87248672c4f86958b555f5df25efa7acb76840020005000440046002065874ef63002gt DAN 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 ESP 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FRA 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 ITA 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 JPN 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Page 28: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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Particulars SchYear Ended31-Mar-11

Year Ended31-Mar-10

Schedules Forming Part of Profit amp Loss (` in Lakhs)

INCOME 8 SOFTWARE INCOME 521156 407795

Domestic Income 76811 69194Export Income 444345 338601Gross Income 521156 407795

OTHER INCOME 9 903 290Misc Income 496 004Interest on FDs 083Foreign Exchange Fluctuation 324 287Interest on Advances to WOS - -TOTAL INCOME 522059 408086EMPLOYEE COST 10 280762 277138Salaries 230773 246191Employee Benefits 1014 1729Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Technical Consultancy 41470 21919

OPERATIONS amp OTHER EXPENSES11 132576 64145COMPUTER PERIPHERALS 55972 4336Computer hardware amp accessories 51849Computer Maintenance amp Others 4123 4336ADMINISTRATIVE COST 15688 17037Advertisement 064 139Audit Remuneration 114 110

Audit Expenses 001Bank Charges 146 289Communication Charges 1539 1766Board Meeting Expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 133Membership amp Subscriptions 022 -Miscellaneous Expenditure 006 052Office Maintenance 1942 2207Postage amp Courier 153 101Printing amp Stationery 501 418Rates amp Taxes 451 412Rents 8327 9370Telephones Charges 130 335Travel amp Conveyance 084 081

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917

FINANCIAL CHARGES 39148 20840TOTAL EXPENDITURE 413338 341282

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Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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9 G

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are

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ET

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ot b

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r

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 29: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

29

SANKHYA INFOTECH LIMITED

Particulars Year Ended31-Mar-11

Year Ended31-Mar-10

Cash Flow Statement for the Year Ended 31 March 2011 (` in Lakhs)

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61609 27364

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 131125 73019

Adjustment for

Trade and Other Receivables 13258 -12304

Work In Progress -62194 -72060

Trade payables 74136 5727

Net Cash Flow from Operating Activities 156325 -5619

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Change in Investments

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in the Share warrants application money 40154

Interest amp dividend and tax on dividend -39148 -20840

Net Cash from(Used) in Financing Activities -3380 43459

Opening Cash and Cash Equivalents 1694 2076

Net increase in Cash and Cash Equivalents 4750 -381

Closing Cash and Cash Equivalents 15218 1694

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

30

SANKHYA INFOTECH LIMITED

NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

innovations for a Smart future

ANNUAL REPORT 2010-11

31

SANKHYA INFOTECH LIMITED

deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

innovations for a Smart future

ANNUAL REPORT 2010-11

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SANKHYA INFOTECH LIMITED

B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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33

SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 30: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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NOTES TO ACCOUNTS FORMING PART OFACCOUNTS FOR THE YEAR ENDED

MARCH 31 2011Company OverviewSankhya Infotech Ltd (Sankhya) and its 100 ownedand controlled subsidiaries Sankhya US CorporationSankhya SARL France and Mahasena Info technologiesIndia Pvt Ltd (formerly known as Sankhya InformationTechnologies India Pvt Ltd) is a leading simulation andtraining solutions company Sankhya provides end toend simulation solutions which are customized to the enduser and the company has developed customizableproducts for imparting training which can cater to anyindustryA SIGNIFICANT ACCOUNTING POLICIES1 Basis of preparation of financial statements

The financial statements have been prepared tocomply in all material respects in with the IndianGenerally Accepted Accounting Principles (IGAAP)in India under the historical cost basis IGAAPcomprises mandatory accounting standards asspecified in Companies Accounting Standards Rules2006 relevant guidelines issued by SecuritiesExchange Board of India and relevant provisions ofCompanies Act 1956 as issued from time to timeThe financial statements are prepared under thehistorical cost convention and accrual basis and inaccordance with the Generally Accepted AccountingPrinciples in India and the requirements of theCompanies Act 1956

2 Use of estimatesThe preparation of the financial statements inconformity with Generally Accepted AccountingPractices requires Management to make estimatesand assumptions that affect the reported Assets andLiabilities and disclosures relating to contingentassets and liabilities as at the date of the FinancialStatements and reported amounts of Income andExpenses during the period Although theseestimates are based upon managements bestknowledge of current events and actions actualresults could differ from these estimates

3 Revenue recognitionRevenue is recognized to the extent that it is probablethat the economic benefits will flow to the Companyand the revenue can reliably be measuredRevenue from Services

bull Time and material contracts - Revenues arerecognized on the basis of time spent duly approvedby the respective customers

bull Fixed price contracts - Revenues are recognized onthe basis of approval received from the respectivecustomers in accordance with the Percentage ofCompletion method

bull Internal timesheets or timesheets submitted byvendors for time and material contracts and for fixedprice contracts based upon assessment of workdone Unbilled revenue recognized is subsequentlybilled to customers after receipt of approval

bull Other Income - In other income such as income frominterest is recognized using the time proportionmethod based on rates implicit in the transaction

4 ExpenditureAll software development and services purchasedare charged to cost of revenue in at which they wereinitially recorded during the year or reported inprevious financial statements are recognized asincome or as expenses in the year in which theyarise the year of acquisition Provisions are madefor all known losses and liabilities Where everapplicable leave encashment liability is provided onthe basis of actuarial valuation

5 Fixed assets intangible assets and Capital workin progressFixed assets are stated at cost less accumulateddepreciation Direct costs are capitalized until fixedassets are ready for use Cost means cost ofbringing the asset to its working condition for itsintended use Fixed assets are capitalized as perthe statement issued by the Institute of CharteredAccountants of India Capital work in progresscomprises of the expenditure incurred in the processof developing the intangible assets for the time beingand the assets are not yet ready for their intendeduse as at the date of Balance sheetAn Intangible asset is recognized where it isprobable that the future economic benefitsattributable to the asset will flow to the enterpriseand where its cost can be reliably measured Thecompany frequently expends resources and incursliabilities on the acquisition developmentmaintenance and enhancement of intangibleresources such as scientific or technical knowledgedesign and implementation of new processes orsystems licences intellectual property marketknowledge and trademarks in order to make softwareand brands These internally generated softwareshaving future economic benefits to the business asa whole are capitalized as per AS 26 of IGAAP

6 DepreciationDepreciation on fixed assets is applied on the writtendown value method by following the rates prescribedin Schedule XIV of the Companies Act 1956Depreciation on addition to fixed assets is providedon pro-rata basis from the date the assets are put touse Depreciation on sale deduction from fixedassets is provided for upto the date of salededuction discardment as the case may beIndividual low cost assets (acquired for less than`5000-) are entirely depreciated in the year ofacquisitionIntangible assets are amortized as per AS 26 of IASThe assets in the development stage are amortizedonly after the first sale is made The intangible assetswhich are treated as not fully developed and onlyafter the first sale is made depreciation are providedas per AS 26 of IAS As the company has registeredsales for these products and billing would commencein the next financial year depreciation of theseproducts would commence from FY 2011-2012 andwithout significant effect on profitability

7 Unbilled RevenuesThe Work in progress is the unbilled amount forcontracts that are in execution stage and client

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deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

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B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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965

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480

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ally

9 G

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se 3

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ith M

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20 D

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are

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NC

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ET

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rged

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as n

ot b

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se

2

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0 D

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e du

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r

(` i

n L

akh

s)

innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 31: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

31

SANKHYA INFOTECH LIMITED

deliverables are either in testing phase orcertification acceptance stage Therefore revenueis not recognized

8 InvestmentsInvestments in wholly owned subsidiary are at cost

9 Research and developmentCapital Expenditure incurred on research anddevelopment is depreciated over the estimated lifeof related assets and the revenue expenditure isexpensed as incurredThe company has In-House Research ampDevelopment Centre involved in developmentalactivities for new products in the fields of Simulationand Training Details of Capital amp RevenueExpenditure incurred are as detailed below

EXPENDITURE (` Lakhs) 2010-11

A RevenueEmployees Cost 23288

Travelling Exp 100

Conveyance exp 227

Testing Charges 500

Sub TOTAL 24115

B Capital 8000

Total Research amp DevelopmentExpenditure (A+B) 32115

10 Employee BenefitsProvident fundEmployees receive benefits from a provident fundThe contributions to the Provident Fund are madeas per the Employee Provident Fund Act as amendedfrom time to timeCompensated absencesThe employees of the Company are entitled tocompensate absence The employees can carry-forward a portion of the unutilized accruedcompensated absence and utilize it in future periodsor receive cash compensation at retirement ortermination of employment for the unutilized accruedcompensated absence The Company records anobligation for compensated absences in the periodin which the employee renders the services thatincrease this entitlement The Company measuresthe expected cost of compensated absence as theadditional amount that the Company expects to payas a result of the unused entitlement that hasaccumulated at the balance sheet date Long termcompensated absences is accrued based onactuarial valuation at the balance sheet date carriedout by an independent actuaryGratuityThe contributions to Gratuity are made in accordancewith the Payment of Gratuity Act 1972 and for thisthe Company is using fund managed by the LifeInsurance Corporation of India (LIC)

11 Foreign currency transactions Initial RecognitionForeign currency transactions are recorded in thereporting currency by applying to the foreigncurrency amount the exchange rate between thereporting currency and the foreign currency at thedate of transactionConversionForeign currency monetary items are reported usingthe closing rate Non-monetary items which arecarried in terms of historical cost denominated in aforeign currency are reported using the exchangerate at the date of the transaction and non-monetaryitems which are carried at fair value or other similarvaluation denominated in a foreign currency arereported using the exchange rates that existed whenthe values were determinedExchange DifferencesExchange differences arising on the settlement ofmonetary items at rates difference from those atwhich they were initially recorded during the year orreported in previous financial expenses in the yearin which they ariseExchange Contracts not intended for trading orspeculation purposesThe premium or discount arising at the inception offorward exchange contracts is amortized as expenseor income over the life of the contract Exchangedifferences on such contracts are recognized in thestatement of profit and loss in the year in which theexchange rates change Any profit or loss arising oncancellation or renewal of forward exchange contractis recognized as income or as expense for the yearTranslation of foreign branchThe financial statements of an integral foreignoperation are translated as if the transactions of theforeign operation have been those of the companyitself

12 Income TaxAs there is no tax on timing difference between thetaxable income and accounting income that originatein accordance with the Accounting Standards-22issued by The Institute of Chartered Accountants ofIndia no deferred tax liability has been provided for

13 Earnings per shareBasic earnings per share are calculated by dividingthe net profit or loss for the period attributable toequity shareholders by the weighted average numberof equity shares outstanding during the year

14 Cash flow statementCash flows are reported taking the indirect methodwherein net profit before tax is adjusted for thetransactions of non-cash nature and others or otheraccruals of past or future receipts and or paymentsThe cash flows from regular revenue generatinginvesting and financing activities of the company aresegregated

innovations for a Smart future

ANNUAL REPORT 2010-11

32

SANKHYA INFOTECH LIMITED

B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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ANNUAL REPORT 2010-11

33

SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

innovations for a Smart future

ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

Nam

e o

f th

e A

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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 SVE 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Page 32: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

32

SANKHYA INFOTECH LIMITED

B NOTES ON ACCOUNTS

Particulars 31-Mar-11 31-Mar-10Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

2 InvestmentsInvestments in wholly owned subsidiary are at cost During the current financial year NIL investmentsWarrant Application Money During the current year company on 03092010 has issued 3794600 Share warrants of 3203 eachto promoters amp non promoters and has received an amount of ` 40154 Lakhs as application moneyThese will be converted into Equity shares within a period of 18 months from the date of issue after theyare fully paid up

3 Foreign TravelThe foreign travel includes Directors travel amounting to 124 Lakhs

4 Differed TaxesCompany is following the Written down value method of depreciation as per AS-22 of the IndianAccounting standard hence has not provided any amount towards Differed Tax

5 Contingent Liabilities not provided for in respect ofThe Income Tax appeal for the Financial Year 2001-02 to 2005-06 is won by the Company TheAssessing officer has passed Consequential orders with the following demand Rectification petitionUs 134 of IT Act has been filed for deletion of the Current demand in the Consequential order Thesame is pending Amount demanded is as follows-

1 Fixed AssetsDuring the year the following fixed assets have been added (`)

Asst Year Principal Amount Interest Less Less- Total(`) (`) Us 140A Us 143(1)

2002-03 223434 156240 3799742003-04 1069836 609806 16796422004-05 2246303 1010836 32571392005-06 538620 177744 -34855 6815092006-07 406335 157700 -507585 -42200 11250

6 Loansa) Secured LoanDuring the current year company has repaid an amount of 1202 Crores towards the Working capitalloan availed from State Bank of IndiaAn amount of 200 Crs is taken from MsMerlin Holdings Ltd by pledging the shares of the promoterand the loan carries 195 interest per annumb) Un Secured LoansThe Company has taken unsecured loans from shareholders and the amount outstanding at the endof the year is `1863 Crores which includes `1300 crs from HBL Power systems Ltd

Particulars 31-Mar-11 31-Mar-10Salary including AllowancesChairman amp Managing Director 3609360 3607200Vice Chairman 3609360 3607200

(`)

Note As the future liability for gratuity and leave encashment is provided on an actuarial basis for the Companyas a whole the amount pertaining to the Directors is not ascertained and therefore not included above

7 Directors Remuneration

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SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 33: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

33

SANKHYA INFOTECH LIMITED

8 Remuneration to Statutory Auditors

Particulars 31-Mar-11 31-Mar-10

As Auditors 75000 75000Certification Fee 25000 25000Service Tax 10300 10300Total 110300 110300

(`)

9 Earnings Per Share

Particulars 31-Mar-11 31-Mar-10

Net Profit for the year 61609 27363Weighted average No of shares outstandingduring the year 8500005 8500005Earnings per share (`) 725 322Nominal Value of the Share (`) 10 10

(` in Lakhs)

b) Transactions with Related Parties Subsidiary companies (`)

SlNo Name 31-03-2011 31-03-20101 SANKHYA SARL France (Investment) 172920 172920

SANKHYA US Corporation (Investment) 4671607 4671607

2 Advance for Expenses 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd 1000000 1000000

10 Related Party Disclosuresa) Related Parties

SlNo Name Relationship1 SANKHYA SARL France Wholly Owned Subsidiary

2 SANKHYA US Corporation Wholly Owned Subsidiary

3 Mahasena Info Technologies (India) Pvt Ltd Wholly Owned Subsidiary

4 Sri NSridhar Chairman amp Managing Director

5 Sri NSrinivas Vice Chairman

Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-2010

1 Sri NSridhar (Remuneration) 3609360 3607200

2 SriNSrinivas (Remuneration 3609360 3607200

11 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which areoutstanding at the Balance Sheet date computed on unit wise basis

12 EOUs ExemptionsThe Companys operations are carried through 100 Export Oriented Unit (EOU) Income from EOUs

are exempt for the earlier of 10 years commencing from the fiscal year in which the Softwaredevelopment commenced by the Unit Exemptions if any applicable are applied with the relevantrules of the Income Tax 1961 and other laws Hence the company has not provided any deferredtax liability as per AS 22 issued by the Institute of Chartered Accountants of India

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ANNUAL REPORT 2010-11

34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

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ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

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ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 34: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

34

SANKHYA INFOTECH LIMITED

14 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoicesraised on The Institute of Chartered Accountants of India amounting to 27649 Lakhs The companyreferred the same for Arbitration

15 Balance ConfirmationBalances as appearing under Unsecured Loan creditors Sundry Debtors Capital Work Inprocess Unbilled Revenues Loans and advances are as per the confirmations received from therespective heads of account holders

16 Income TaxThe Company has Income Tax Payable amounting to `15616 lakhs for the Financial Year ending31032011

17 Unclaimed DividendThe Company has an amount of 553 Lakhs representing unclaimed Dividend

Industry Segment Service Product Total

Revenue31032011 424655 96501 52115631032010 341612 66183 407795Operating Profit31032011 119753 27213 14696631032010 73176 14177 87353

(` In Lakhs)

13 Segment ReportingThe companys operations relate to providing IT services delivered to customers globally operating in

transportation segment Income and expenses which are direct in nature in relation to segments iscategorized based on items that are identifiable individually to that segment rest are categorized inrelation to the associated turnover of the segmentExpenses such as Depreciation and Interest which form a significant component of total expensesare not specifically allocable to specific segment as the underlying services are used interchangeably

18 Regrouping amp Rounding offThe previous years figures have been reclassified and regrouped wherever necessary to confirmthe Current Year classification and to confirm to the relevant laws Paise have been rounded off tothe nearest rupeeSchedules 1 to 12 form an integral part of the accounts

As per our report of even datefor Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725SP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412Place HyderabadDate 13

th May 2011

(` In Lakhs)

SlNo

Financialyear

Interim Final

Date ofdeclaration

Rate ofdividend

Dividend amountExcluding Tax

Dividenddistribution Tax

Amount remain-ing unclaimed as

on 31032011

1 2006-07 Final 28-09-2007 10 9944156 1444151 313227

2 2007-08 Final 29-12-2008 12 10200006 1733491 240424

innovations for a Smart future

ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

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ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

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ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 35: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

35

SANKHYA INFOTECH LIMITED

BALANCE SHEET ABSTRACT AND COMPANYrsquoS GENERAL BUSINESS PROFILE

I Registration DetailsRegistration No 01-45306State Code 01Balance Sheet Date 31st March 2011Capital Raised during the year [Rupees in Lakhs]Public Issue NilPref Issue NilRights Issue NilBonus Issue NilPrivate Placement Nil

III Position of Modification and deployment of FundsTotal Assets 823473Total Liabilities 823473Sources of FundsPaid Up Capital 85000Share Application Money NilSecured Loans 20000Reserves amp Surplus 492040Application of FundsNet Fixed Assets 346427Net Current Assets 407879Miscellaneous Expenditure Nil

IV Performance of the CompanyTurnover 521156Profit Loss before tax 78353Earnings per share in (Annualized) 725Dividend Nil

V Generic Name of Three Principle products Services of the Company (as per monetary terms)Item Code No [ITC CODE] Nil

As per our report of even date

for Ms P Murali amp Co for and on behalf of the BoardChartered AccountantsRegn No 00725S

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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finan

cial

yea

r

(` i

n L

akh

s)

innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 36: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

36

SANKHYA INFOTECH LIMITED

CONSOLIDATED AUDITORS REPORTToThe Board of DirectorsSankhya Infotech LimitedConsolidated Financial Statements of SANKHYA INFOTECH LIMITED and its subsidiaries

We have examined the attached Consolidated Balance Sheet of Ms SANKHYA INFOTECHLIMITED (the Company) and its wholly owned subsidiaries as at 31st March 2011 and theConsolidated Profit amp Loss Account for the year ended on the date annexed thereto andConsolidated Cash flow Statement for the period ended on that date These Consolidatedfinancial statements are the responsibility of the Companys Management Our responsibilityis to express an opinion on these Consolidated financial statements based on our audit

We conducted our audit in accordance with auditing standards generally accepted in IndiaThose Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are prepared in all material respects in accordancewith an identified financial reporting framework and are free of material misstatement An auditincludes examining on a test basis evidence supporting the amounts and disclosuresin the financial statements An audit also includes assessing the accounting principles usedand significant estimates made by management as well as evaluating the overall financialstatement We believe that our audit provides a reasonable basis for our opinion

We did not audit the financial statements of its subsidiaries Sankhya SARL France and SankhyaUS Corporation as at 31st March 2011 These financial statements have been audited byother auditors whose reports have been furnished to us and our opinion in so far as it relatesto the amounts included in respect of the subsidiaries is based solely on the report of the otherauditors

We report that the consolidated financial statements have been prepared by the Company inaccordance with the requirements of Accounting Standard ( AS ) 21 for Consolidated FinancialStatements issued by the Institute of Chartered Accountants of India and on the basis of theseparate audited financial statements of the Company and its subsidiaries included in theconsolidated financial statements

On the basis of the information and explanations given to us and on the consideration of theseparate audit reports on individual audited financial statements of the Company and its sub-sidiaries we are of the opinion that the said consolidated financial statements give a true andfair view in conformity with the accounting principles generally accepted in India

(a) in the case of the Consolidated balance Sheet of the consolidated state of affairs of thecompany and its subsidiaries as at 31st March 2011

(b) In the case of the Consolidated Profit and Loss Account of the consolidated results ofoperations of the Company and its subsidiaries for the year then ended and

(c) In the case of the Consolidated cash flows Statement of the Consolidated Cash flows ofthe company and its subsidiaries for the year then ended

For Ms P MURALI amp COCHARTERED ACCOUNTANTS

RegnNo007257SPlace Hyderabad PMurali Mohana RaoDate 13

th May 2011 Partner

Membership No23412

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 37: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

37

SANKHYA INFOTECH LIMITED

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2011

Particulars Sch As at31-Mar-11

As at31-Mar-10

SOURCES OF FUNDS

Shareholders Fund

Equity Share Capital 1 85000 85000

Reserves amp Surplus 2 466154 404671

Total 551154 489671

Share application money 40154

Loan Fund 3

Secured Loan 20000 120184

Unsecured Loan 186279 81708

TOTAL OF SOURCES 797587 691564

APPLICATION OF FUNDS

Fixed Assets 4

Gross Block 522445 384351

Less Accu Depreciation 176018 145649

Capital work in progress 63322 53222

Net Block 409749 291923

Current Assets Loans 5 516680 454342

and Advances

Less Current Liabilities 6 129030 54890

and Provisions

Net Current Assets 387649 399452

Misc Expenditure 188 188

(to the extent not written off)

TOTAL OF APPLICATION 797587 691564

Significant accounting policies amp notes to accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 38: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

38

SANKHYA INFOTECH LIMITED

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH 2011

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

INCOME

Software Income 7 521156 407795

Other Income 8 903 290

TOTAL INCOME 522059 408086

EXPENDITURE

Employee Cost 9 280762 278485

Operations amp Other Expenses 10 132702 64940

Total Expenditure 413464 343425

Profit Before Depreciation amp Taxes 108595 64661

Depreciation 30368 24815

Profit Before Tax 78227 39846

Provision for

Income Tax - Current Year 15616 7136

Other Provision 1128 6288

Net Profit 61483 26422

Profit After Tax amp Prior Period Adjustments 61483 26422

Amount transferred to Balance Sheet 61483 26422

EPS 723 311

Significant accounting policies amp notes on accounts 11

(`)

As per our report of even date

for MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 39: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

39

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

EQUITY SHARE CAPITAL 1

A Authorized Capital 150000 150000

15000000 Equity Shares of `10 Each 150000 150000

B Issued Subscribed and Paid-up Capital

8500005 equity shares of `10 each

fully paid up in Sankhya Infotech Limited

Sec-Bad 85000 85000

Total 85000 85000

RESERVES amp SURPLUS 2

- General Reserve 3740 3740

- Share Premium 91712 91712

- Profit amp Loss Account (Opening) 309219 282797

- Add Profit for the Year 61483 26422

Total 466154 404671

SHARE WARRANTS APPLICATION MONEY

3794600 Share warrants allotted to Promoters

and Non promoters at 3203 40154 -

LOAN FUND 3

Secured Loans

Term Loan from SBI(Secured by pledge of shares belonging toPromoter Directors in favour of Merlin Holdings ltd)

( PREVIOUS YEAR -gt State Bank of India

Commercial Branch Secunderabad ) 20000 120184

Sub-total 20000 120184

Unsecured Loans 186279 81708

(The unsecured loan is taken from the

Shareholders and others)

Total 206279 201893

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 40: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

40

SANKHYA INFOTECH LIMITED

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innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

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करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 41: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

41

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED BALANCE SHEET

Particulars Sch As at31-Mar-11

As at31-Mar-10

(` in Lakhs)

CURRENTS ASSETS LOANS AND ADVANCES 5

A Cash and Bank Balances

Cash on Hand 012 036

Bank -

- in Current Account 15307 1815

- in Overseas Account 099 104

Sub-total 15418 1955

B Unbilled Revenues (at cost) 228930 166736

C Sundry Debtors -

(Un-secured and considered good) -

- Exceeding Six Months 57656 27650

- Less than Six Months 171364 216370

Sub-total 229020 244019

D Loans amp Advances -

- Advances for Expenditure 33895 36897

- Deposits 9020 4735

- Advance Taxes amp TDS 008 -

- Prepaid Expenses 389 -

Sub-total 43312 41632

Total 516680 454342

CURRENT LIABILITIES AND PROVISIONS 6

- Sundry Creditors 102919 31765

- Provisions 26111 23125

Total 129030 54890

innovations for a Smart future

ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 42: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

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ANNUAL REPORT 2010-11

42

SANKHYA INFOTECH LIMITED

SCHEDULES FORMING PART OF CONSOLIDATED PROFIT amp LOSS ACCOUNT

Particulars Sch Year Ended31-Mar-11

Year Ended31-Mar-10

(` in Lakhs)

INCOMEDomestic Income 76811 69194Export Income 444345 338601Other Income 8 903 290Total Income 522059 408086

EXPENDITUREEMPLOYEE COST 9 280762 278485Employee Benefits 1014 1729Salaries 230773 247538Staff Welfare Expenses 079 081Staff Recruitment amp Training Expenditure 207 003Managerial Remuneration 7219 7214Other Administrative Cost 41470 21919

OPERATION AND OTHER EXPENSES 10 132702 64940COMPUTER PERIPHERALS 55972 4336

Computer Hardware amp Accessories 51849 000Computer Maintenance amp Others 4123 4336

ADMINISTRATIVE COST 15814 17833Advertisement 064 163Audit remuneration 233 159Communication Charges 1539 1766Bank Charges 153 299Board Meeting expenses 100 115Books amp Periodicals 001 002Business Promotion 032 041Electricity 1763 1465Insurance 313 378Membership amp Subscriptions 022 000Miscellaneous Expenditure 006 052Office maintenance 1942 2207Postage amp Courier 153 101Printing amp stationery 501 421Rates amp Taxes 451 569Rents 8327 9372Telephones Charges 130 387Travel amp conveyance 084 336

SELLING amp MARKETING EXPENDITURE 21768 21932Other Exp 058 015Travel Expenditure 21710 21917FINANCIAL CHARGES 39148 20840Total Expenditure excluding Depreciation 413464 343425

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SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

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SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

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SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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ESP 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FRA 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Page 43: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

43

SANKHYA INFOTECH LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR YEAR ENDED 31 MARCH 2011

Year Ended31st March 2011

Year Ended31st March 2010

A CASH FROM OPERATING ACTIVITIES

Net Profit(Loss) after tax and extra Ordinary Items 61483 26422

Adjustment for

Depreciation 30368 24815

Interest 39148 20840

Operating Profit Before WC Changes 130999 72077

Adjustment for

Trade and Other Receivables 13319 -46443

Work In Progress -62194 -72060

Trade payables 84474 5043

Net Cash Flow from Operating Activities 166597 -41384

B CASH FLOW FROM INVESTING ACTIVITIES

Fixed Assets Additions -138094 -38222

Capital Work in process -10100

Net Cash from(Used) in Investing Activities -148195 -38222

C CASH FLOW FROM FINANCING ACTIVITIES

Increase in Short term borrowings -4386 64299

Increase in Share warrant application money 40154

Increase in Misc Expenditure -007

Interest amp dividend and tax on dividend -553 -20840

Net Cash from(Used) in Financing Activities -4939 43452

Opening Cash and Cash Equivalents 1955 38108

Net increase in Cash and Cash Equivalents 13463 -36153

Closing Cash and Cash Equivalents 15418 1955

(` in Lakhs)

As per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered Accountants

P Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 44: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

44

SANKHYA INFOTECH LIMITED

SCHEDULE 11SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS(A) Significant Accounting Policies

1) Basis of preparation of consolidated Financial Statements a The consolidated Financial Statements are prepared in accordance with accounting Standards (AS21) on consolidated

financial statementsb Accounts are prepared on the historical cost basis and on the principles of a going concernc Accounting policies not specifically referred to otherwise are consistent and in consonance with generally accepted

accounting principles2) Principles of Consolidationa The Financial Statements of Sankhya Infotech Ltd and its subsidiaries are consolidated on a line-by-line basis by adding

together the book values of like items of assets liabilities and income amp expensesb The Financial statements of Sankhya Infotech Ltd and its subsidiaries are consolidated using uniform accounting policies

for like transactions3) Revenue recognition

Fixed-price fixed-time frame contracts or mile stone contracts revenue for the software is recognized as per theproportionstagetime completion method in all other contracts such as time and material the revenue is recognized asand when the related services are rendered In technical services contracts which are on annual basis revenue fromfixed price maintenance contracts are recognized proportionately over the period in which services are rendered Inother income such as income from interest is recognized using the time proportion method based on rates implicit in thetransaction

4) Fixed assetsFixed assets are stated at cost less accumulated depreciation Direct costs are capitalized until fixed assets are ready foruse Cost means cost of bringing the asset to its working condition for its intended use Fixed assets are capitalized asper the statement issued by the Institute of Chartered Accountants of India

5) DepreciationDepreciation on fixed assets is applied on the written down value method based by following the rates prescribed inSchedule XIV of the Companies Act 1956 Individual low cost assets (acquired for less than Rs5000-) are entirelydepreciated in the year of acquisition

6) InvestmentsInvestments in Wholly owned subsidiary are at cost

7) Retirement BenefitsProvident fund is administered through Regional Provident Fund Commissioner The Gratuity Fund is administeredthrough the scheme of Life Insurance Corporation of India The contributions to the above said funds are chargedagainst revenue Provision for Leave encashment is made on an estimated basis on the assumption that such benefitsare payable to all the eligible employees at the end of the accounting year

8) Foreign currency transactionsTransactions in foreign currencies are recorded in the Books of Account in Indian Rupees at the rate of exchange asgiven by RBIMonetary Assets and Liabilities related to Foreign Currency transactions and outstanding at the close of the year areexpressed in Indian Rupees at the rate of exchange prevailing on the date of Balance sheetExchange differences arising on foreign currency transactions are being recognized as income or expense in theperiod in which they arise

9) Earnings per shareBasic earnings per equity share are computed by dividing net profit after tax by the weighted average number of equityshares outstanding during the year

(B) Notes to Consolidated Accounts1 Basis of consolidation

The consolidated financial statements relate to Sankhya Infotech Limited the holding company and its wholly ownedsubsidiaries (the Group) The consolidation of the Financial Statements of the Company with its subsidiaries has beenprepared in accordance with the requirements of Accounting Standard (AS21) Consolidated Financial Statements Thefinancial statements of the parent and its subsidiaries are combined on a line by line and intra group balances intra grouptransactions and unrealized profits or losses are fully eliminatedIn case of foreign subsidiaries revenue items are consolidated at the rate as mentioned above All Assets and Liabilitiesare converted at the rates prevailing at the end of the year Exchange gains losses arising on conversion are chargedto Profit amp Loss account under GainLoss on Foreign Exchange fluctuations

2 The financial statements of the subsidiaries used in the consolidation are drawn in accordance with the prevailing locallaws of the respective countries upto the same reporting date as that of Sankhya Infotech Ltd ie year ended March 312011

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 45: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

innovations for a Smart future

ANNUAL REPORT 2010-11

45

SANKHYA INFOTECH LIMITED

Sl No Name of the Company Country of Incorporation of holding

1 Sankhya USA USA 1002 Sankhya SARL FRANCE 1003 Mahasena Info Technologies (India) Private Limited INDIA 100

3 The subsidiary companies considered in the consolidated financial statements are-

4 Fixed Assets

Particulars 31-Mar -2011 31-Mar-2010Computers 78500 -Air Conditioner 470000 -Plant amp Machinery 987945Furniture 3740000Software 84217900 23400000Advanced Simulation Lab (Hardware Software) 48600000Total 138094345 23400000

5 InvestmentsInvestments in Wholly owned subsidiary are at cost

6 ProvisionsProvision for TaxationProvision for Current Income Tax is made on the basis of the Assessable Income under the Income Tax Act 1961Provision amp Contingent LiabilitiesProvisions are recognized in the accounts in respect of present probable obligations the amount of which can be reliablyestimated

7 Segment reportingThe companys operations relate to providing IT services delivered to customers globally operating in transportationsegmentIncome and expenses which are direct in nature in relation to segments is categorized based on items that are identifiableindividually to that segment rest are categorized in relation to the associated turnover of the segment Expenses such asDepreciation and Interest which form a significant component of total expenses are not specifically allocable to specificsegment as the underlying services are used interchangeably

Industry Segment Service Aviation TotalRevenue

31032011 453705 67451 52115631-03-2010 341612 66183 407795

Segment Operating Profit31032011 103764 15426 11919031-03-2010 71381 13829 85210

(Rs In Lakhs)

8 Related Party DisclosuresThe disclosure of the transactions with related parties is as per Accounting Standard 18 are given belowa Related PartiesSlNo Name Relationship

1 Sankhya SARL France Wholly owned subsidiary2 Sankhya US Corporation Wholly owned Subsidiary3 Mahasena Info Technologies (India) Pvt Ltd Wholly owned Subsidiary4 Sri NSridhar Chairman amp Managing Director5 Sri NSrinivas Vice-Chairman

b Transactions with Related PartiesSubsidiary Companies (Amount )

1 Sankhya SARL France - Investment 172920 1729202 Sankhya US Corporation

Investment 4671607 4671607 Advances given 54050991 54050991

3 Mahasena Info Technologies (India) Pvt Ltd - Investment 1000000 1000000

SlNo Name 31-03-2011 31-03-2010

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 46: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

c Key Managerial Personnel (`)

SlNo Name 31-03-2011 31-03-20101 Sri N Ramakrishna Rao (Sitting fee) Nil 40002 Sri NSrinivas (Remuneration) 3607200 36072003 Sri NSridhar 3607200 3607200

9 Micro Small and Medium EnterpriseThere are no Micro Small and Medium Enterprise to whom the Company owes dues which are outstanding at the BalanceSheet date computed on unit wise basis

31-03-2011 31-03-2010Net profit for the Year (`) 61483 26422Weighted Average No of Shares outstanding during the year 8500005 8500005Earnings Per Share (`) 723 311Nominal Value of the Share (`) 10 10

10 Earnings Per Share

11 Write offThe Company has not made any provision for Bad and Doubtful Debt in respect of the invoices raised on The Institute ofChartered Accountants of India amounting to 27649 Lakhs The company referred the same for Arbitration

12 RegroupingThe previous years figures have been recastrestated and regrouped wherever necessary to confirm the Current Yearsclassification

Schedules 1 to 11 form an integral part of our accountsAs per our report of even datefor MsP Murali amp Co for and on behalf of the BoardChartered AccountantsP Murali Mohana Rao N Sridhar N SrinivasPartner Chairman amp Managing Director Vice ChairmanMembership No 23412

Place HyderabadDate 13

th May 2011

DETAILS OF THE SUBSIDIARIES

SlNo Particulars

SANKHYASARL

FRANCE

SANKHYAUS CORPORA-

TION US

MAHASENA INFOTECHNOLOGIES(INDIA) PVT LTD

SANKHYACONSOLIDATED

31-Mar-11 31-Mar-11 31-Mar-11 31-Mar-11a) Capital 179920 515657 1000000 85000050i) Share Application money - 4155950 - -ii) Loan Fund - 54050991 - -b) Reserves - - - 404670922c) Total Assets 179920 58722598 1000000 691563630d) Total Liabilities 179920 58722598 1000000 691563630e) Details of Investments - - - -

(Except incase of investment in subsidiaries)f) Turnover - - - -g) Profit Before Taxation - - - -h) Provision for taxation - - - -i) Other Provision - - - -j) Prior period expenses - - - -k) Profit after Taxation - - - -l) Proposed Dividend - - - -

( Amount in `)

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 47: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

ATTENDANCE SLIPSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

(PLEASE FILL ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE MEETING HALL )Joint shareholders may obtain additional slip at the venue of the meeting

DP ID Master Folio No

Client ID No of Shares

NAME AND ADRESS OF SHAREHOLDER

No of share(s) Held

I hereby record my presence at the 14th ANNUAL GENERAL MEETING of the Company held on30th September 2011 at 1000 AM NSIC Bldg ECIL PO Hyderabad - 500062

Signature of the Share holder or ProxyApplicable for investors holding shares in Dematerialized form

PROXY FORMSANKHYA INFOTECH LIMITED

Regd Office Module 405 NSIC EMDBP BLDG ECIL PO HYDERABAD 500062

DP ID Master Folio No

Client ID No of Shares

IWe _________________________________________________________________________ of

_______________________being a member members of Sankhya Infotech Ltd hereby ap-

point_____________________________________________________________________ of

___________________________________ or failing him ____________________________ of

__________________________________ as my our proxy to vote for meus and on myour behalf at

the 14th ANNUAL GENERAL MEETING to be held on 30th September 2011 at 1000 AM NSIC Bldg ECIL

PO Hyderabad - 500062 or at any adjournment thereof

Signed this ________________day of ___________2011

Applicable for investors holding shares in dematerialized formNote

I The proxy in order to be effective should be duly stamped completed and signed and must be deposited at the regis-tered office of the Company not less than 48 hours before the time for holding the aforesaid meeting The Proxy neednot be a member of the company

II Members holding shares under more than one folio may use photocopy of the proxy form for other folios The companyshall provide additional forms on request

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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Page 48: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

Printed MatterBook Post

To

If undelivered Please return to

Regd OfficeSankhya Infotech LimitedModule 405 NSICEMDBP BLDG ECIL POHYDERABAD 500062

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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FRA 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ITA 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 JPN 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Page 49: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

य Shareowners (अशधारय)

इस बहतरन सगठन क तीसर चयरमन क प म काय करना मर िलए एक समान और बड़

गव क बात ह मर विश पववितय न वकास क िलए अनकरणीय योगदान दया ह और

उथल-पथल क विभ0न समय म कशल नत2व दान कया आपन पछल सभी चयरमन को

6जस उदारता स अपना सहयोग दया ह उसक िलए म8 आपका शबगज़ार ह और आपस अनरोध

करता ह क ldquoस=याrdquo को अिधक मजबत बनान क हमार लआय म मर टम और मरा

मागदशन कर

ldquoTough times donrsquot last but tough men dordquo एक उिचत कथन ह जो आपक कपनी क टम क

नत2व का वणन करता ह व6Aक अथBयवःथा म आयकर और अिन6Dतता क साथ जड़

समःयाओ क क क बावजद कपनी न सफलतापवक तीन वष पर कय काठHन परIा क

इस घड़ म भी खद को साबत करन क हमार Iमता न हम सफलतापवक खड़ा रखा ह

हमन कछ गलितया क ह8 लकन इस चनौतीपण समय स बहार िनकलन क िलए हमन अपन

अनशासन और भीतर शN को बरकरार रखा

मर माता-पता न अपन जीवन म कई चनौितया दखी ह8 और उ0हन मझम अखडता

ईमानदार और ितबRता को आ2मसात कया ह म8 इन मSय का मजबती स पालन करत

हए आपक सगठन क सवा करन क ितTा लता ह म8 आपस कहता ह क आप मझ पर

ऐस ह भरोसा न कर लकन अपन मSय हमार मSय पर भरोसा कर और उन पर बन रहन

क 6जमदार मझ पर छोड़ इन तीन वषV क दौरान कछ अवसर और समय हमन जर खोया

होगा लकन इसस हमार इराद ितबRता और कपनी को बलदय पर पहचान क Iमता

डगमगाई नह

म8 बहत खश ह क कपनी वजयी होकर उभर ह और इस वष शानदार उपल6Wध हािसल करत

हए आग बढ़ ह यह उपल6Wध इसीिलए खास ह Yयक इस हमार ितभाशाली टम न

हािसल कया ह म8 यह वAास क साथ कह सकता ह क कपनी क उनZी अब श हई ह

हमार खोज म एक वA ःतरय ित[त सगठन बनान क िलए म8 वनता स कह सकता ह

क हम कई Iऽ म अमणी ह8 आपक कपनी दिनया क पहली कपनी ह 6जसन उ_डयन

उ`ोग क िलए वब पर आधाaरत िसमलशन यािन अनकरण लॉ0च कया - और 6जस अमaरक

फडरल उ_डयन शासन न काफ सराहा ह आपक कपनी दश क पहली ऐसी आईट कपनी ह

जो अमaरक डफ0स सःथान को सॉdटवर ोडYट बचन म सफल हई ह

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

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DownsampleGrayImages true GrayImageDownsampleType Bicubic GrayImageResolution 300 GrayImageDepth -1 GrayImageMinDownsampleDepth 2 GrayImageDownsampleThreshold 150000 EncodeGrayImages true GrayImageFilter DCTEncode AutoFilterGrayImages true GrayImageAutoFilterStrategy JPEG GrayACSImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt GrayImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt JPEG2000GrayACSImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt JPEG2000GrayImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt AntiAliasMonoImages false CropMonoImages true MonoImageMinResolution 1200 MonoImageMinResolutionPolicy OK DownsampleMonoImages true MonoImageDownsampleType Bicubic MonoImageResolution 1200 MonoImageDepth -1 MonoImageDownsampleThreshold 150000 EncodeMonoImages true MonoImageFilter CCITTFaxEncode MonoImageDict ltlt K -1 gtgt AllowPSXObjects false CheckCompliance [ None ] PDFX1aCheck false PDFX3Check false PDFXCompliantPDFOnly false PDFXNoTrimBoxError true PDFXTrimBoxToMediaBoxOffset [ 000000 000000 000000 000000 ] PDFXSetBleedBoxToMediaBox true PDFXBleedBoxToTrimBoxOffset [ 000000 000000 000000 000000 ] PDFXOutputIntentProfile () PDFXOutputConditionIdentifier () PDFXOutputCondition () PDFXRegistryName () PDFXTrapped False Description ltlt CHS ltFEFF4f7f75288fd94e9b8bbe5b9a521b5efa7684002000500044004600206587686353ef901a8fc7684c976262535370673a548c002000700072006f006f00660065007200208fdb884c9ad88d2891cf62535370300260a853ef4ee54f7f75280020004100630072006f0062006100740020548c002000410064006f00620065002000520065006100640065007200200035002e003000204ee553ca66f49ad87248672c676562535f00521b5efa768400200050004400460020658768633002gt CHT ltFEFF4f7f752890194e9b8a2d7f6e5efa7acb7684002000410064006f006200650020005000440046002065874ef653ef5728684c9762537088686a5f548c002000700072006f006f00660065007200204e0a73725f979ad854c18cea7684521753706548679c300260a853ef4ee54f7f75280020004100630072006f0062006100740020548c002000410064006f00620065002000520065006100640065007200200035002e003000204ee553ca66f49ad87248672c4f86958b555f5df25efa7acb76840020005000440046002065874ef63002gt DAN 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 DEU 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 ESP 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 FRA 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 ITA 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 JPN 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 KOR ltFEFFc7740020c124c815c7440020c0acc6a9d558c5ec0020b370c2a4d06cd0d10020d504b9b0d1300020bc0f0020ad50c815ae30c5d0c11c0020ace0d488c9c8b85c0020c778c1c4d560002000410064006f0062006500200050004400460020bb38c11cb97c0020c791c131d569b2c8b2e4002e0020c774b807ac8c0020c791c131b41c00200050004400460020bb38c11cb2940020004100630072006f0062006100740020bc0f002000410064006f00620065002000520065006100640065007200200035002e00300020c774c0c1c5d0c11c0020c5f40020c2180020c788c2b5b2c8b2e4002egt NLD (Gebruik deze instellingen om Adobe PDF-documenten te maken voor kwaliteitsafdrukken op desktopprinters en proofers De gemaakte PDF-documenten kunnen worden geopend met Acrobat en Adobe Reader 50 en hoger) NOR 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 PTB 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 SUO ltFEFF004b00e40079007400e40020006e00e40069007400e4002000610073006500740075006b007300690061002c0020006b0075006e0020006c0075006f0074002000410064006f0062006500200050004400460020002d0064006f006b0075006d0065006e007400740065006a00610020006c0061006100640075006b006100730074006100200074007900f6007000f60079007400e400740075006c006f0073007400750073007400610020006a00610020007600650064006f007300740075007300740061002000760061007200740065006e002e00200020004c0075006f0064007500740020005000440046002d0064006f006b0075006d0065006e00740069007400200076006f0069006400610061006e0020006100760061007400610020004100630072006f0062006100740069006c006c00610020006a0061002000410064006f00620065002000520065006100640065007200200035002e0030003a006c006c00610020006a006100200075007500640065006d006d0069006c006c0061002egt SVE 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 ENU (Use these settings to create Adobe PDF documents for quality printing on desktop printers and proofers Created PDF documents can be opened with Acrobat and Adobe Reader 50 and later) gtgt Namespace [ (Adobe) (Common) (10) ] OtherNamespaces [ ltlt AsReaderSpreads false CropImagesToFrames true ErrorControl WarnAndContinue FlattenerIgnoreSpreadOverrides false IncludeGuidesGrids false IncludeNonPrinting false IncludeSlug false Namespace [ (Adobe) (InDesign) (40) ] OmitPlacedBitmaps false OmitPlacedEPS false OmitPlacedPDF false SimulateOverprint Legacy gtgt ltlt AddBleedMarks false AddColorBars false AddCropMarks false AddPageInfo false AddRegMarks false ConvertColors NoConversion DestinationProfileName () DestinationProfileSelector NA Downsample16BitImages true FlattenerPreset ltlt PresetSelector MediumResolution gtgt FormElements false GenerateStructure true IncludeBookmarks false IncludeHyperlinks false IncludeInteractive false IncludeLayers false IncludeProfiles true MultimediaHandling UseObjectSettings Namespace [ (Adobe) (CreativeSuite) (20) ] PDFXOutputIntentProfileSelector NA PreserveEditing true UntaggedCMYKHandling LeaveUntagged UntaggedRGBHandling LeaveUntagged UseDocumentBleed false gtgt ]gtgt setdistillerparamsltlt HWResolution [2400 2400] PageSize [612000 792000]gtgt setpagedevice

Page 50: ANNUAL REPORT 2010-11...ANNUAL REPORT 2010-11 6 SANKHYA INFOTECH LIMITED NOTICE Notice is hereby given that the 14th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED

जब म8न चयरमन क प म पदभार सभाला म8न दखा क हमार सबस बड़ ताक़त अपन

िनवशक का मजबत समथन ह इनम स कई अपना समथन जतान क िलए सीध मझस िमल

एक कपनी क प म हम आप सभी क मदद क कारण ह मजबती स उभरकर आग आ सक

ह8 आप तक पहचन का यह मरा पहला अवसर ह म8 आपको वAास दलाता ह क आपक

साथ लगातार सपक बनाय रखन क िलए हम एक उपयN ढाचा बनायग

एचबीएल पावर िसःटस िलिमटड स रणनीितक िनवश कया जाना पछल वष क मख

उपल6Wधय म स एक ह हम एक समान माकg ट म8 काम करत ह8 कभी-कभी एक ह माहक

होता ह लकन सबस बड़ा फायदा इस बात स ह क हम सहयोगी सवाए दान कर सकत ह8

जो हमार माहक क मSय ःताव को बढ़ता ह

कई ित[त माहक म साबत क गई हमार उ2पाद क वAसनीयता न हम Business to

Consumer (B2C) का अनकरण करन का वAास दया यहा तक हमन Business-to-Business

(B2B) model म भी अपन कदम बढ़ान का लआय बनाया ह

आपक कपनी अपन बाजार यािन माकg ट डोम0स का वःतार कर रह ह हाल ह म आपक

कपनी ःटट ब8क मप स भारत का सबस बड़ा अनबध और उसक बाद यिनयन ब8क ऑफ इडया

स अनबध हािसल कर Banking Finance Securities amp Insurance (BFSI) माकg ट म अ2यािधक

सफल बनकर उभर ह

हमन वA ःतरय simulation और virtual िशIण उ2पाद क पशकश क साथ अपनी खोज म

एक मख मील का प2थर पार कया आपक कपनी न हाल ह म भारतीय रIा बल यािन

Indian Defense Force को एक उ0नत simulation उ2पाद वतaरत कया

जसा क म8 पहल कह चका ह क अब हमन नई याऽा श क ह हम पछली गलितय सघ

और असफलताओ स िमल सबक को नह भलना चाहए हम सतक होना होगा जस क

व=यात अमaरक राjपित रोनाSड रगन न कहा ldquoजो कछ भी मर बार म इितहास को याद

होगा मझ आशा ह क आप याद करग क म8न आपक सवkZम उमीद ना क आपक सबस

बर भय क आपक सदह क बजाय आपक आ2मवAास क अपील क हrdquo

Sincere regards Sridhar

Famous American President Ronald Regan said ldquoTo whatever history will recall about me I hope you will recall that I have appealed to your best hopes and not your worst fears to your

confidence rather than your doubtsrdquo

ltlt ASCII85EncodePages false AllowTransparency false AutoPositionEPSFiles true AutoRotatePages All Binding Left CalGrayProfile (Dot Gain 20) CalRGBProfile (sRGB IEC61966-21) CalCMYKProfile (US Web Coated 050SWOP051 v2) sRGBProfile (sRGB IEC61966-21) CannotEmbedFontPolicy Warning CompatibilityLevel 14 CompressObjects Tags CompressPages true ConvertImagesToIndexed true PassThroughJPEGImages true CreateJDFFile false CreateJobTicket false DefaultRenderingIntent Default DetectBlends true DetectCurves 00000 ColorConversionStrategy LeaveColorUnchanged DoThumbnails false EmbedAllFonts true EmbedOpenType false ParseICCProfilesInComments true EmbedJobOptions true DSCReportingLevel 0 EmitDSCWarnings false EndPage -1 ImageMemory 1048576 LockDistillerParams false MaxSubsetPct 100 Optimize true OPM 1 ParseDSCComments true ParseDSCCommentsForDocInfo true PreserveCopyPage true PreserveDICMYKValues true PreserveEPSInfo true PreserveFlatness true PreserveHalftoneInfo false PreserveOPIComments false PreserveOverprintSettings true StartPage 1 SubsetFonts true TransferFunctionInfo Apply UCRandBGInfo Preserve UsePrologue false ColorSettingsFile () AlwaysEmbed [ true ] NeverEmbed [ true ] AntiAliasColorImages false CropColorImages true ColorImageMinResolution 300 ColorImageMinResolutionPolicy OK DownsampleColorImages true ColorImageDownsampleType Bicubic ColorImageResolution 300 ColorImageDepth -1 ColorImageMinDownsampleDepth 1 ColorImageDownsampleThreshold 150000 EncodeColorImages true ColorImageFilter DCTEncode AutoFilterColorImages true ColorImageAutoFilterStrategy JPEG ColorACSImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt ColorImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt JPEG2000ColorACSImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt JPEG2000ColorImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt AntiAliasGrayImages false CropGrayImages true GrayImageMinResolution 300 GrayImageMinResolutionPolicy OK DownsampleGrayImages true GrayImageDownsampleType Bicubic GrayImageResolution 300 GrayImageDepth -1 GrayImageMinDownsampleDepth 2 GrayImageDownsampleThreshold 150000 EncodeGrayImages true GrayImageFilter DCTEncode AutoFilterGrayImages true GrayImageAutoFilterStrategy JPEG GrayACSImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt GrayImageDict ltlt QFactor 015 HSamples [1 1 1 1] VSamples [1 1 1 1] gtgt JPEG2000GrayACSImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt JPEG2000GrayImageDict ltlt TileWidth 256 TileHeight 256 Quality 30 gtgt AntiAliasMonoImages false CropMonoImages true MonoImageMinResolution 1200 MonoImageMinResolutionPolicy OK DownsampleMonoImages true MonoImageDownsampleType Bicubic MonoImageResolution 1200 MonoImageDepth -1 MonoImageDownsampleThreshold 150000 EncodeMonoImages true MonoImageFilter CCITTFaxEncode MonoImageDict ltlt K -1 gtgt AllowPSXObjects false CheckCompliance [ None ] PDFX1aCheck false PDFX3Check false PDFXCompliantPDFOnly false PDFXNoTrimBoxError true PDFXTrimBoxToMediaBoxOffset [ 000000 000000 000000 000000 ] PDFXSetBleedBoxToMediaBox true PDFXBleedBoxToTrimBoxOffset [ 000000 000000 000000 000000 ] PDFXOutputIntentProfile () PDFXOutputConditionIdentifier () PDFXOutputCondition () PDFXRegistryName () PDFXTrapped False Description ltlt CHS ltFEFF4f7f75288fd94e9b8bbe5b9a521b5efa7684002000500044004600206587686353ef901a8fc7684c976262535370673a548c002000700072006f006f00660065007200208fdb884c9ad88d2891cf62535370300260a853ef4ee54f7f75280020004100630072006f0062006100740020548c002000410064006f00620065002000520065006100640065007200200035002e003000204ee553ca66f49ad87248672c676562535f00521b5efa768400200050004400460020658768633002gt CHT ltFEFF4f7f752890194e9b8a2d7f6e5efa7acb7684002000410064006f006200650020005000440046002065874ef653ef5728684c9762537088686a5f548c002000700072006f006f00660065007200204e0a73725f979ad854c18cea7684521753706548679c300260a853ef4ee54f7f75280020004100630072006f0062006100740020548c002000410064006f00620065002000520065006100640065007200200035002e003000204ee553ca66f49ad87248672c4f86958b555f5df25efa7acb76840020005000440046002065874ef63002gt DAN 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 DEU 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 ESP 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 FRA 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 ITA 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 JPN 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 KOR ltFEFFc7740020c124c815c7440020c0acc6a9d558c5ec0020b370c2a4d06cd0d10020d504b9b0d1300020bc0f0020ad50c815ae30c5d0c11c0020ace0d488c9c8b85c0020c778c1c4d560002000410064006f0062006500200050004400460020bb38c11cb97c0020c791c131d569b2c8b2e4002e0020c774b807ac8c0020c791c131b41c00200050004400460020bb38c11cb2940020004100630072006f0062006100740020bc0f002000410064006f00620065002000520065006100640065007200200035002e00300020c774c0c1c5d0c11c0020c5f40020c2180020c788c2b5b2c8b2e4002egt NLD (Gebruik deze instellingen om Adobe PDF-documenten te maken voor kwaliteitsafdrukken op desktopprinters en proofers De gemaakte PDF-documenten kunnen worden geopend met Acrobat en Adobe Reader 50 en hoger) NOR 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 PTB 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 SUO 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 SVE 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 ENU (Use these settings to create Adobe PDF documents for quality printing on desktop printers and proofers Created PDF documents can be opened with Acrobat and Adobe Reader 50 and later) gtgt Namespace [ (Adobe) (Common) (10) ] OtherNamespaces [ ltlt AsReaderSpreads false CropImagesToFrames true ErrorControl WarnAndContinue FlattenerIgnoreSpreadOverrides false IncludeGuidesGrids false IncludeNonPrinting false IncludeSlug false Namespace [ (Adobe) (InDesign) (40) ] OmitPlacedBitmaps false OmitPlacedEPS false OmitPlacedPDF false SimulateOverprint Legacy gtgt ltlt AddBleedMarks false AddColorBars false AddCropMarks false AddPageInfo false AddRegMarks false ConvertColors NoConversion DestinationProfileName () DestinationProfileSelector NA Downsample16BitImages true FlattenerPreset ltlt PresetSelector MediumResolution gtgt FormElements false GenerateStructure true IncludeBookmarks false IncludeHyperlinks false IncludeInteractive false IncludeLayers false IncludeProfiles true MultimediaHandling UseObjectSettings Namespace [ (Adobe) (CreativeSuite) (20) ] PDFXOutputIntentProfileSelector NA PreserveEditing true UntaggedCMYKHandling LeaveUntagged UntaggedRGBHandling LeaveUntagged UseDocumentBleed false gtgt ]gtgt setdistillerparamsltlt HWResolution [2400 2400] PageSize [612000 792000]gtgt setpagedevice