SANKHYA INFOTECH LTD. 18th Annual Report 2014 - … 2013, proposing her candidature for the office...

SANKHYA INFOTECH LTD.

Corporate Office� : �#405 NSIC Business Park,

� � ECIL PO, Hyderabad-500 062.

Phone � :�+91-40-3024 6300

Fax� :�+91-40-2713 6343

Email� : �[email protected]

Website� : �www.sankhya.net

SANKHYA INFOTECH LTD.18th Annual Report 2014 - 2015

th18 ANNUAL REPORT

2014-15


CONTENTS

Sl. No. Page No.Particulars

� 1� Company Information� 3

� 2� Notice� 4

� 3� Financial Data and Analysis� 7

� 4� Board’s Report� 8

� 5� Annexure - 1 Subsidiary Companies Details� 10

� 6� Report on Corporate Governance� 11

� 7� Auditor’s Compliance Certificate on Corporate Governance� 20

� 8� MGT 9 (Extract of Annual Return) � 21 to 25

9 Declaration from Independent Directors 26

10 Secretarial Audit Report 27

� 11� Auditor’s Report on Financial Statements� 28

� 12� Balance Sheet� 30

� 13� Profit and Loss Account� 31

� 14� Cash flow statement� 32

� 15� Significant Accounting Policies and Notes on Accounts� 33

� 16� Notes to Financial Statements� 35

� 17� Balance Sheet Abstract and Company’s General Business Profile� 47

� 18� Auditors’ Report on Consolidated Financial Statements� 48

� 19� Consolidated Balance Sheet� 49

� 20� Consolidated Profit and Loss Account� 50

� 21� Consolidated Cash Flow Statement� 51

� 22� Significant Account Policies and Notes to Consolidated Accounts� 52

� 23� Attendance Slip and Proxy form � 63

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COMPANY INFORMATION

BOARD OF DIRECTORS

Mr. N. Sridhar� :� Chairman & Managing Director

Mr. N. Srinivas� :� Vice Chairman

Dr. J. V. Rao� :� Independent Director

CA. Ch. Anand� :� Independent Director

Ms. Nalini. N :� Woman Director

BANKERS

IDBI BANK Ltd.

CBG – Specialized Corporate Branch

#5 -9-89/1 & 2, Chapel Road, Hyderabad - 500 001.

STATUTORY AUDITORS

T.R. Chadha & Co., Chartered Accountants,

Office No.2, 2nd Floor, 6-3-1092/S/3 - Shanti Shikara Complex,

Block A, Rajbhavan Road, Somajiguda,

Hyderabad - 500 082, INDIA.

REGISTRARS & TRANSFER AGENTS

Karvy Computershare Private Limited, # Karvy Selenium Tower B, Plot No. 31-32,

Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032

Tel: 91-40-67161602, 67162222

Fax: 91-40-23311968, 23469667/668

E-mail: [email protected]

URL: www.karvycomputershare.com

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Notice is hereby given that the 18th Annual General Meeting of the Members of SANKHYA INFOTECH LIMITED will be held on Tuesday, the 29th September, 2015 at 11.00 A.M. at its Corporate office situated at # 405, NSIC Business Park, ECIL PO, Hyderabad – 500 062 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015 and Statement of Profit and Loss for the year ended on that date, together with Notes thereto and Reports of Directors’ and Auditors’ thereon.

2. To appoint a director in the place of Mr. N. Sridhar, who retires by rotation, and being eligible, offers himself for re appointment.

3. To Appoint M/s. Komandoor & Co as Statutory Auditors of the Company and to fix their remuneration and in this regard to consider and if thought fit, to pass, with or without modifications and re-enactments thereof from time to time, M/s. Komandoor & Co., Chartered Accountants, (Firm Reg. No. 001420S be and is hereby appointed as Auditors of the Company, to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of next AGM of the company on such remuneration as shall be fixed by the Board of Directors.

“RESOLVED THAT pursuant to the provisions of section 139, 142 read with (Audit and Auditors Rules), 2014, (the rules), (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) M/s. Komandoor & Co. Chartered Accountants, Hyderabad (Firm Registration number 001420S with the Institute of Chartered Accountants of India), have confirmed their eligibility to be appointed as Auditors, in terms of provisions of Section 141 of the Act, and Rule 4 of the Rules, be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Meeting until the conclusion of next Annual General Meeting subject to the ratification of their appointment by the members in every AGM of the Company on such remuneration as may be agreed upon by the Audit Committee / Board of Directors in consultation with the Auditors. ”

SPECIAL BUSINESS

4. To Appointment of Ms. Nalini Nadupalli, as a Director of the Company.

To consider and if thought fit to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (Act) and the Rules framed there under, read with Schedule IV to the Act, as amended from time to time, Ms. Nalini Nadupalli (DIN 07244427), a non-executive Director of the Company, who has submitted a declaration that she is eligible to appoint as Director and in respect of whom the Company has received a notice in writing from a member, under Section 160 of the Companies Act, 2013, proposing her candidature for the office of Director, be and is hereby appointed as an Director of the Company with effect from 14th February, 2015.”

Hyderabad For & On behalf of Board of Directors

Date:29.08.2015 N. Sridhar

Chairman & Managing Director

DIN: 00089548

NOTES

1. A Member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of himself/ herself and such proxy need not be a member of the Company. Proxies in order to be effective must be received at the Registrar office of the Company at least 48 hours before the Meeting.

2. Explanatory Statement as per Section 102 of the Companies Act, 2013 is attached hereto.

3. The Register of Members and the Share Transfer Books of the Company will remain closed from 22nd September, 2015 to 29th September, 2015 (both days inclusive).

4. All correspondences relating to change of Address, Transfer and Demat of Shares may be addressed to our Registrar and Share Transfer Agent, M/s. Karvy Computer share Pvt Ltd Phone: 040-67162222 Fax:040-23311968 E-mail: [email protected]

5. Members are requested to quote the Folio Numbers or Demat Account Numbers and Depository Participant ID (DPID) in all correspondence to the Registrar and Share Transfer Agents of the Company.

6. Members holding shares in physical form are requested to consider converting their holding to dematerialized form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact the Company or Karvy Computer share Pvt Ltd for assistance in this regard.

7. Members holding shares in physical form in identical orders of names in more than one folio are requested to send to the Company, or Karvy Computer share Pvt Ltd. The details of such folio together with the Share Certificates for consolidating their holding in one folio. A consolidated Share Certificate will be returned to such Members after making requisite changes thereon.

8. In case of joint holders attending the meeting, the Member whose name appears first in the order of names as per the Register of Members of the Company will be entitled to vote.

9. Members seeking any information with regard to the Annual Accounts are requested to write to the Company at an early date, so as to enable the Management to keep the information ready at the Meeting.

10. Pursuant to SEBI notification No. MED/ DOP/ Circular/ 05/ 2009 dated 20th May, 2009, it has become mandatory for the transferee(s) to furnish copy of PAN Card to the Company/ RTA to enable/ effect transfer of Shares in physical form.

11. The Equity Shares of the Company are available for trading in dematerialized form (electronic form) through depository participants. The Company has entered into agreements with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited. ISIN Code No.INE877A01013 All Shareholders holding Shares in physical form are requested to make use of this facility. Members are requested to open De-mat account with any of the depository participants to enable transactions in electronic mode.

12. In terms of Section 205A read with Section 205C of the Companies Act, 1956, the Dividend declared for the year ended 31st March, 2007 and for all the proceeding financial years which remain unclaimed for a period of seven years will be transferred to the Investor Education and Protection Fund established by the Central Government. Members are requested to note that no claims shall lie against the

NOTICE

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Company or the said Fund in respect of any amounts which are unclaimed and unpaid for a period of seven years from the dates that they first became due for payment and no payment shall be made in respect of any such claims.

13. The notice of the 18th Annual General Meeting along with the Annual Report 2014-2015 is being forwarded in electronic mode to those Members whose e-mail address are registered with the Company/ Depositories, unless any Member has requested for a physical copy of the same. For Members who have not registered their e-mail address, physical copies are being sent through the permitted mode.

To support the ‘Green Initiative’, the Members who have not registered their e-mail address are requested to register the same with Karvy Computershare Pvt Limited.

Voting through electronic means:

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, the Company is pleased to offer e-voting facility to the members to cast their votes electronically on all resolutions set forth in the Notice convening the 18th Annual General Meeting to be held on 29th September, 2015 at the Corporate office of the Company situated at # 405, NSIC Business Park, ECIL PO, Hyderabad – 500 062. The Company has engaged the services of Karvy Computer share Pvt Ltd to provide the e-voting facility. The instructions for E-voting are as under:

(A) The inst ruct ions for Shareho lders vot ing electronically are as under:

(i) The voting period begins on 25th September, 2015 (9.00 A.M. IST) and ends on 28th September, 2015 (6.00 P.M. IST). During this period Shareholders of the Company, holding Shares either in physical form or in dematerialized form, as on the cut-off date (record date) of 25th September, 2015, may cast their vote electronically. The e-voting module shall be disabled by Karvy Computershare Pvt Ltd for voting thereafter.

(ii) The Shareholders should log on to the e-voting website https://evoting.karvy.com

(iii) Click on Shareholders.

(iv) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to https://evoting.karvy.comand voted on an earlier voting of any Company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members mat Form and holding Shares in DePhysical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN Field.

DOB Enter the Date of Birth as recorded in your demat account or in the Company records for the said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in

Bank your demat account or in the Company records for

Details the said demat account or folio.

• Please enter the DOB or Dividend Bank Details in order to login. If the details are not recorded with the depository or Company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(viii) After entering these details appropriately, click on “SUBMIT” tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other Company on which they are eligible to vote, provided that Company opts for e-voting through Karvy platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant <Company Name> on which you choose to vote.

(xii) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on “SUBMIT.” A confirmation box will be displayed. If you wish to confirm your vote, click on “OK,” else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

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(xvi) You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xviii) Note for Non – Individual Shareholders and Custodians

• Non-Individual Shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log on to https://evoting.karvy.comand register themselves as Corporates.

• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to Mr. Chandrasekhar Raman, Senior Manager, Karvy Computershare Private Limited, (Unit: Sankhya Infotech Limited), # Karvy Selenium Tower B, Plot No. 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad 500 032 e-mail id [email protected] Phone No.040 - 6716 1602 or may write to the Company Secretary at the registered office of the Company. After receiving the login details a compliance user should be created using the admin login and password. The Compliance user would be able to link the account(s) for which they wish to vote on

• The l i s t of accounts should be mai led to [email protected] and on approval of the accounts they would be able to cast their vote.

• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favor of the Custodian, if any, should be uploaded in PDF format in the system for the Scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evoting.karvy.com, under help section or write an email to [email protected].

Other instructions:

(i) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at https://evoting.karvy.com under help section or write an email to [email protected]

(ii) The voting rights of shareholders shall be in proportion to their shares of the paid up equity share capital of the Company as on the cut-off date of 21st September, 2015.

(iii) The Board of Directors has appointed Mr. K. Bhima Sankara Rao, Practicing Company Secretary, (Membership No. ACS 34124 & CP- 12730) as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner. Mr. K. Bhima Sankara Rao has conveyed to the Company his willingness to act as such.

(iv) The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period unblock the votes in the presence of at least two witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favor or against, if any, forthwith to the Chairman/Designated Director of the Company.

(v) The Results shall be declared within three (3) days from the conclusion of the AGM. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’s website WWW. SANKHYA.NET and on the website of RTA https://evoting.karvy.com within three (3) days of passing of

N. SridharChairman & Managing Director

For & On behalf of the BoardM/s. Sankhya Infotech Limited

Date : 29.08.2015Place: Hyderabad

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF COMPANIES ACT, 2013

Item No. 4

The Company has appointed Ms. Nalini Nadupalli, as an Additional Director of the Company on 14th February, 2015. According to the provisions of Section 160 of the Companies Act, 2013 Ms. Nalini hold the office till the conclusion of this AGM.

Pursuant to the provisions of the Companies Act, 2013 her appointment requires approval of the members in the general meeting. Hence, the Board placed the resolution for the consent of the members.

The terms and conditions of appointment of the above Directors shall be open for inspection by the Members at the Registered Office of the Company during normal business hours on any working day, excluding Saturday.

None of the Directors expect Ms. Nalini Nadupalli, Mr. N. Sridhar and Mr. N. Srinivas and key managerial personnel of the Company or their respective relatives is concerned or interested in the Resolution mentioned at Item No. 4 of the Notice.

N. SridharChairman & Managing Director

For & On behalf of the BoardM/s. Sankhya Infotech Limited

Date : 29.08.2015Place: Hyderabad

the Resolutions at the AGM of the Company and communicated to the Stock Exchanges, where the Equity Shares of the Company are listed.

(vi) Further, members may note the following:

a. Remote e-voting shall not be allowed beyond the said date and time.

b. The Company is providing facility to vote on a poll to the members present at the meeting.

c. The members who have cast their vote by remote e-voting may also attend the Meeting but shall not be entitled to cast their vote again.

d. A person whose name is recorded in the register of beneficial owners maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of remote e-voting or voting in the General Meeting.

e. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for inspection at the Registered Office of the Company during normal hours (10.00 am to 12.00 noon) on all working days, up to and including the date of the Annual General Meeting of the Company.

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Comparative Balance Sheet (Rs.In Cr)Particulars Actuals Actuals ActualsFinancial Year FY 2012-13 FY 2013-14 FY 2014-15Share Capital 11.25 11.25 11.25Reserves 56.89 57.78 59.10Share application money allotment 0.00 0.00 0Shareholders fund 68.14 69.03 70.35Long term Debt 8.88 7.84 8.78Other Long Term Liabilities 0.62 1.81 3.47Short term debt 21.61 22.00 24.12Short term loan 0.00 0.00 0.00Other Short Term Liabilities 6.28 9.16 14.23Total Capital Employed 105.53 109.84 120.95Non current Assets Fixed Assests Tangible 0.65 0.53 0.18Intangible 43.69 48.48 47.38Net Fixed Assets/Net Block after accumulated dep 44.34 49.01 47.57Capital work in progress 6.96 6.95 6.95Non- current Investments 0.58 0.58 0.58Long Term Loans and Advances 6.05 6.01 6.02 13.59 13.54 13.55Current Assets Debtors 39.80 40.91 54.73Cash & Bank Balances 0.23 0.15 0.34Other Current Assets 7.53 5.74 4.32Short term loans and advances 0.04 0.49 0.44Total Assets 105.53 109.84 120.95


Comparitive Income Statement (Rs. In Cr)

Particulars Actuals Actuals Actuals

Financial Year FY 2012-13 FY 2013-14 FY 2014-15

Revenues 105.71 138.81 181.98

Growth % of Revenue 38.11 39.00 31.09

Employee Cost 64.93 86.13 106.33

% of sales 61.42 62.05 58.43

Other Expenses 28.55 45.40 60.58

% of sales 27.01 32.71 33.29

EBITDA 12.23 7.28 15.07

EBITDA Margin% 11.57 5.24 8.28

Depreciation 4.80 4.71 5.11

PBIT 7.43 2.57 9.96

Interest Expenses 4.01 4.58 4.77

PBT from Operations 3.42 -2.01 5.19

Other Non Operating Income -0.53 6.46 0.09

PBT from Operations 2.89 4.45 5.28

PBT Margin% 2.73 3.20 2.90

Provision for Tax 0.06 1.37 3.81

other provision 2.77 2.19 0.00

PAT 0.06 0.89 1.47

Net profit Margin% 0.06 0.64 0.81

Comparitive Cash Flow statement (Rs.In Cr)



Cash flow from operations

profit before tax 0.12 2.26 5.28

Depreciation 4.80 4.71 5.10

interest expenses 3.85 4.58 4.77

OP profit before WC changes 8.71 11.56 15.15

Working capital adjustment (4.64) 4.74 (6.87)

Cash from operations 4.07 14.94 8.28

Cash flow from investing

capex (5.89) (9.40) (3.80)

CWIP - -

Cash from investment (5.89) (9.40) (3.80)

Cash flow from financing

interest paid (3.85) (4.58) (4.77)

other financing 3.25 (1.03) 0.48

cash from financing activities (0.60) (5.61) (4.29)

Opening Cash & cash equivalents 2.65 0.23 0.15

Net cash increase/dec (2.42) (0.08) 0.19

Closing cash & Cash Equivalents 0.23 0.15 0.34

Comparitive Key Ratios



Margin Ratios (%)

EBIDTA Margin 11.57 5.24 8.28

PBIT Margin 7.03 1.85 5.47

PBT Margin 2.73 3.20 2.90

PAT Margin 0.06 0.64 0.81

Growth Ratios (%)

Revenues 38.11 39.00 31.09

Return Ratios (%)

ROCE 11.59 6.62 12.46

ROIC 11.53 5.38 9.31

Reported EPS 0.05 0.80 1.31

Liquid Analysis

Current Ratio 1.42 1.37 1.46

Quick Ratio 1.19 1.20 1.36

Solvency Ratios

Total Debt/Equity% 0.09 0.08 0.13

FINANCIAL DATA & ANALYSIS

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BOARD’S REPORT

To the Members,

The Directors have pleasure in presenting before you the 18th Annual Report of the Company together with the Audited Statements of Accounts on standalone & consolidated basis for the year ended 31st March, 2015.

FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFAIRS:

The performance during the period ended 31st March, 2015 has been as under:

(Amount in Lakhs)

Particulars 2014-15 2013-14

Income from Operations 18,197 13,881

Other Income 90 647

Total Income 18,198 14,528

Total Expenditure 16,683 13,153

Earnings before depreciation and tax 1,515 1,375

Depreciation 511 471

Interest 477 458

Profit Before tax 527 445

Provision for tax including 113 137

Other provisions 267 219

Profit after tax 147 90

Earnings Per Share 1.31 1

BUSINESS OPERATIONS:

The total revenue of the Company for the financial year under review on consolidated basis was Rs.18,198.46 Lakhs as against Rs.14,528.82 lakhs. The net profit was Rs.146.18 lakhs for the financial year as against the net profit of Rs. 88.81 lakhs for the previous year.

OUT LOOK:

Over the past three years, your company has been showing low profitability due to shifting of offshore jobs to onsite. The company experienced stress on margins in the past two years and due to the combined effect of low margins, lack of adequate working capital the company has experienced stress on margins.

Annual Report of FYE’14 mentioned of the company’s efforts to bring the onsite jobs back to India. The company has the pleasure to share that it is now reversing the trend and positive impact on profitability can be seen from the first quarter of FYE’16.

Your company has an excellent order book and has renewed contracts with all the major customers. Your company projects that it would be able to return to good profitability and with steady growth.

DIVIDEND:

The Board of Directors are confident that with their efforts to strive hard to maximize the shareholders returns, the company would be able to declare dividend in the near future.

SUBSIDIARY COMPANIES

The Financial Details of the Subsidiary companies as well as the extent of holding therein are provided in a separate section of the Annual Report at Annexure 1:

Under section 212(8) of the Companies Act, 1956 the ministry of Corporate Affairs has exempted from attaching a copy of the Balance sheet, Profit and loss accounts and Notes thereof,

Director’s Report and Auditors Report of the subsidiary companies and other documents required to be attached under section 212(1) of the act to the balance sheet of the company, Accordingly the said documents are not attached with the Balance Sheet of the Company. The Annual Accounts of the subsidiary Companies are available for inspection by any member/investor and the Company will make available these documents/details upon request by any member of the company or its subsidiaries interested in obtaining the same. However the data of the subsidiaries has been furnished along with the statement pursuant to section 212 of the Companies Act, 1956 forming part of the Annual Report. Further pursuant to Accounting Standard (AS)-21 issued by the Institute of Chartered Accountants of India, your company has presented the Consolidated Financial Statements which include financial information relating to its subsidiaries and forms part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared by your Company in accordance with the requirements of the Accounting Standards 21, issued by the institute of Chartered Accountants of India. The Audited Consolidated Financial Statements together with Auditors’ Report thereon forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis as required under clause 49(VIII)(D) of the Listing Agreement forms a part of this Report.

CORPORATE GOVERNANCE

A Separate section titled “Report on Corporate Governance” along with the Auditors’ Certificate on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms a part of this report.

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report.

DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year, Ms. Nalini Nadupalli was appointed as an Additional Director. Now the Board proposes to appoint her as a Director of the Company.

Notice has been received from a Member proposing candidature of the Director namely Mr. Nadupalli Sridhar for the office of Director of the Company. In the opinion of the Board, she fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Director of the Company.

In line with the requirements of the Companies Act, 2013, it is therefore proposed to appoint a new additional director in the promoter category, as Director on the Board. A brief profile of the proposed Director, including nature of her expertise, is provided in the Annual Report.

Mr. N. Sridhar will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies act, 2013 and being eligible offers himself for re-appointment.

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Details of re-appointment /appointment of the Directors:

Name of the Director Mr. N. Sridhar Ms. Nalini Nadupalli

Date of Appointment 21.07.1997 14.02.2015

Qualifications Msc. Computer Science MS

No. of Shares held in the Company 410852 50000

Directorships held in other companies (excluding foreign companies) NIL NIL

Positions held in mandatory committees of other companies NIL NIL

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received a declaration from Mr. ANAND CHERUKUPALLI and Mr. VENKATESWARA RAO KRISHNA MURTHY JUJHVARAPU, Independent directors of the company to the effect that they are meeting the criteria of independence as provided in Sub-section (6) of Section 149 of the Companies Act, 2013 and are annexed herewith.

VIGIL MECHANISM:

Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

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

(b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The Directors had prepared the annual accounts on a going concern basis; and

(e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS AND AUDITORS REPORT

Your Company has decided to appoint M/s. Komandoor & Co., Chartered accountants as statutory Auditors for the current Financial Year 2015-16. The Board of Directors records its deepest appreciation to M/S T.R. Chadha & Co for the excellent services they have rendered during the previous two years.

INTERNAL AUDIT:

The Company has adequate internal audit control mechanism at all levels of the organisation.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of managerial personnel) Rules 2014, Mr. K. Bhima Sankara Rao, Practicing Company Secretary has conducted Secretarial Audit of the Company for the FY 2014-15. The Secretarial Audit Report for the FY 2014-15 is annexed hereto and forms part of this Annual report.

The following observations has made by the Secretarial Auditor during his audit.

i. The Company has not been regular in depositing its undisputed statutory dues in respect of Provident Fund, Employee State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities in India during the year.

ii. The Company has created provision for TDS but the same has not been remitting with the Income Tax Department.

The company has been fulfilling its obligations irregularly due to cash flow issues and low working capital availability.

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. Conservation of Energy:

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

B. Technology Absorption:

Your Company has not undertaken any research and development activity for any manufacturing activity nor was any specific technology obtained from any external sources which needs to be absorbed or adapted.

C. Foreign Exchange Earnings and Out Go:

Foreign Exchange Earnings : Rs. 17899.72 Lacs

Foreign Exchange Outgo : Rs. 15714.60 Lacs

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the financial year under review.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

INSURANCE:

The properties and assets of your Company are adequately insured.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of loans, guarantees or investments made under section 186 of the companies Act, 2013 are given in the note to the financial statements.

9

Sl.no Particulars 1 2 3

1 Name of Subsidiary Sankhya SARL,France Mahasena Information Sankhya US Corporation Technologies (India) Pvt. Ltd. (MITPL)

2 Financial year end 31st March 2015 31st March 2015 31st March 2015

3 Extent of interest of the Holding Company in the capital of the Subsidiary 100% 100% 100%

4 Date from which it became a subsidiary 13th April 2005 1st May 2006 17th August 2006

5 Net aggregate amount of Subsidiary's profit or loss not dealt with in the Holding Company's accounts.

Current Year 0 -0.72 0

Previous Year 0.89 0 0

6 Net aggregate amount of Subsidiary's profit less and loses dealt with in the Holding Company's accounts:

Current Year Nil Nil Nil

Previous Year Nil Nil Nil


RISK MANAGEMENT POLICY:

Your Company follows a comprehensive system of Risk Management. Your Company has adopted a procedure for assessment and minimization of probable risks. It ensures that all the risks are timely defined and mitigated in accordance with the well structured risk management process.

CORPORATE SOCIAL RESPONSIBILITY:

It is not applicable as it does meet the criteria mentioned as per the company’s act 2013.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There were no materially significant related party transactions made by the Company with the promoters, directors, key managerial personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE limited where the Company’s Shares are listed.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Directors are happy to report that your Company is compliant with the Corporate Governance requirements as per Clause 49 of the Listing Agreement with the Stock Exchanges. A separate section on Corporate Governance and Management Discussion and Analysis together with a certificate from the Statutory Auditor confirming compliance is set out in the Annexure forming part of this report.

INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

SECRETARIAL STANDARDS

EVENT BASED DISCLOSURES

During the year under review, the Company has not taken up

any of the following activities:

1. Issue of sweat equity share: NA

2. Issue of shares with differential rights: NA

3. Issue of shares under employee’s stock option scheme: NA

4. Disclosure on purchase by company or giving of loans by it for purchase of its shares: NA

5. Buy back shares: NA

6. Disclosure about revision: NA

7. Preferential Allotment of Shares: NA

EMPLOYEE RELATIONS:

Your Directors are pleased to record their sincere appreciation of the contribution by the staff at all levels in the improved performance of the Company.

None of the employees is drawing Rs. 5,00,000/- and above per month or Rs.60,00,000/- and above in aggregate per annum, the limits prescribed under Section 134 of the Companies Act, 2013

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

• No. of complaints received : Nil

• No. of complaints disposed off : Nil

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company.

Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company like SEBI, BSE, NSE, MCX, NSDL, CDSL, Canara Bank, HDFC Bank etc. for their continued support for the growth of the Company.

By order of the Governing BoardFor Sankhya Infotech Limited

N.Sridhar

Chairman & Managing Director

Annexure I (Subsidiary Companies Details) (Rs .In Lacs)

Place : HyderabadDate : 29.08.2015

10


CORPORATE GOVERNANCE

Sankhya Infotech Limited is committed to best practices in the area of Corporate Governance. Good governance facilitates effective management and control of business, maintaining a high level of business ethics and optimizing the value for all stakeholders.

The Corporate Governance Structure in the Company assigns responsibilities and entrusts authority among different participants in the organization viz. the Board of Directors, the Senior Management, Employees, etc.

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

The Company’s philosophy on Corporate Governance is backed by Principles of Concern, Commitment, Ethics, Excellence and Learning in all its acts and relationships with Stakeholders, Clients, Associates and Community at large. This philosophy revolves around fair and transparent governance and disclosure practices in line with the principles of Good Corporate Governance. Sankhya Infotech Limited’s Corporate Governance policies ensures, among others, the accountability of the Board of Directors and the importance of its decisions to all its participants viz employees, investors, customers, regulators etc. The Company respects the inalienable rights of the shareholders to information on the performance of the Company. The Company believes that good Corporate Governance is a continuous process and strives to improve the Corporate Governance practices to meet shareholder’s expectations.

DATE OF REPORT

The information provided in the Report on Corporate Governance for the purpose of unanimity is as on 31st March, 2015. The Report is updated as on the date of the report wherever applicable.

1. BOARD OF DIRECTORS

A. COMPOSITION OF THE BOARD

The Company is managed and controlled through a professional body of Board of Directors which comprises of an optimum combination of Executive and Independent Directors headed by the Chairman & Managing Director. As on 31st March 2015, the Board of Directors of the Company has 5 Number (including two independent Non-Executive Directors) with vast experience and knowledge. None of the Directors on the Board is a Member of more than 10 committees or Chairman of more than 5 companies across all the Companies in which he is a Director.

The Board has been enriched with the advices and skills of the Independent Directors. None of the Independent Directors has any pecuniary or business relationship except receiving sitting fees. The composition of the Board of Directors as on 31.03.2015 and details of number of Directorships/committee chairmanships/memberships attendance particulars is as under:

S. Name of the Director Category Number of Number of Board Attendance Particulars No. Directorships Committee in other memberships held in Companies other Companies

Last AGM Member Chairman 27.09.2014 Board meetings ’14-15’

held attended

1. Mr. N. Sridhar Promoter Chairman & Managing Director NIL NIL NIL Yes 4 4

2. Mr. N. Srinivas Promoter Vice-Chairman & Director NIL NIL NIL Yes 4 4

3. Mr. J. V. Rao Independent & Non-executive Director NIL NIL NIL No 4 4

4. CA CH. Anand Independent & Non-executive Director NIL NIL NIL No 4 4

5. Ms. N. Nalini Promoter Non- executive Director NIL NIL NIL No NA NA

11


B. MEETINGS DURING THE YEAR

1. The Board of Directors duly met 4 (Four) times on 22nd May, 2014, 14th August, 2014, 15th November, 2014 and 14th February, 2015 in respect of which meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

C. INDEPENDENT DIRECTORS’ MEETING

As per clause 7 of the schedule IV of the Companies Act (Code for Independent Directors), a separate meeting of the Independent Directors of the Company (without the attendance of Non-Independent directors) was held on 14.02.2015, to discuss:

1. Evaluation of the performance of Non Independent Directors and the Board of Directors as whole;

2. Evaluation of the quality, content and timelines of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors of the Company were present at the meeting.

As required under clause 49(II)(B)(7) of the listing agreement, the company regularly familiarises Independent Directors with the Company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates, business model of the company etc.

2. AUDIT COMMITTEE

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:

Overview of the Company’s financial reporting process and disclosure of its financial information to ensure that the financial statements reflect a true and fair position and that sufficient and credible information is disclosed.

Recommending the appointment and removal of external auditors, fixation of audit fee and also approval for payment for any other services.

Discussion with external auditors before the audit commences, of the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

Reviewing the financial statements and draft audit report including quarterly / half yearly financial information.

Reviewing with management the annual financial statements before submission to the Board, focusing on:

a. Any changes in accounting policies and practices;

b. Qualification in draft audit report;

c. Significant adjustments arising out of audit;

d. The going concern concept;

e. Compliance with accounting standards;

f. Compliance with stock exchange and legal requirements concerning financial statements and

g. Any related party transactions

Reviewing the company’s financial and risk management’s policies.

Disclosure of contingent liabilities.

Reviewing with management, external and internal auditors, the adequacy of internal control systems.

Reviewing the adequacy of internal audit function, including the audit character, the structure of the internal audit department, approval of the audit plan and its execution, staffing and seniority of the official heading the department, reporting structure, coverage and frequency of internal audit.

Discussion with internal auditors of any significant findings and follow-up thereon.

Reviewing the findings of any internal investigations by the internal auditors into the matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Looking into the reasons for substantial defaults in payments to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

Reviewing compliances as regards the Company’s Whistle Blower Policy.

B. COMPOSITION, MEETINGS & ATTENDANCE

Name of the Category No. of Meetings Dates on which Member Attended Meetings Held

Mr. J.V. Rao Independent Non-Executive 4

Mr. CA Ch. Anand Independent Non-Executive 4

Mr. N. Srinivas Promoter Vice-Chairman & Executive Director 4

1. 22nd May, 2014

2. 14th Aug, 2014

3. 15th Nov, 2014

4. 14th Feb, 2015

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C. Previous Annual General Meeting of the Company was held on 27th September 2014 and Mr. N. Srinivas Member of the Audit Committee attended previous AGM.

3. NOMINATION AND REMUNERATION COMMITTEE

The Committee comprises of three non-executive independent Directors as on 31st March, 2015

A. BRIEF DESCRIPTION OF TERMS OF REFERENCE

• To approve the fixation/revision of remuneration of Executive Directors of the Company and while approving:

a. to take into account the financial position of the Company, trend in the industry, appointee’s qualification, experience, past performance, past remuneration etc.

b. to bring out objectivity in determining the remuneration package while striking a balance between the interest of the Company and the Shareholders.

• To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend to the Board their appointment and /or removal.

• To carry out evaluation of every Director’s performance.

• To formulate the criteria for determining qualifications, positive attributes and independence of a Director, and recommend to the Board a policy, relating to the remuneration for the Directors, key managerial personnel and other employees.

• To formulate the criteria for evaluation of Independent Directors and the Board.

• To recommend/review remuneration of the Managing Director and Whole-time Director(s) based on their performance and defined assessment criteria.

B. COMPOSITION OF THE COMMITTEE

S. No. Name of the Member Category

1. Mr. J. V. Rao Independent Non-Executive

2. Mr. CA Ch. Anand Independent Non-Executive

3. Mr. N. Sridhar Promoter & Executive Director

C. REMUNERATION POLICY:

The objectives of the remuneration policy are to motivate Directors to excel in their performance, recognize their contribution and retain talent in the organization and reward merit.

The remuneration levels are governed by industry pattern, qualifications and experience of the Directors, responsibilities shouldered and individual performance.

POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS’ INDEPENDENCE

1. Scope:

This policy sets out the guiding principles for the Nomination & Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent Directors of the Company.

2. Terms and References:

2. 1 “Director” means a director appointed to the Board of a Company.

2. 2 “Nomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and clause 49 of the Equity Listing Agreement.

2. 3 “Independent Director” means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of the Equity Listing Agreement.

3. Policy:

Qualifications and criteria

3. 1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a board with diverse background and experience that are relevant for the Company’s operations.

3. 1.2 In evaluating the suitability of individual Board member the NR Committee may take into account factors, such as:

General understanding of the company’s business dynamics, global business and social perspective;

Educational and professional background

Standing in the profession;

Personal and professional ethics, integrity and values;

Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

3.1.3 The proposed appointee shall also fulfil the following requirements:

shall possess a Director Identification Number;

shall not b disqualified under the companies Act, 2013;

shall endeavor to attend all Board Meeting and Wherever he is appointed as a Committee Member, the Committee Meeting;

shall abide by the code of Conduct established by the company for Directors and senior Management personnel;

shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made;

Such other requirements as may be prescribed, from time to time, under the companies Act, 2013, Equity listing Agreements and other relevant laws.

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3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with the objective of having a group that best enables the success of the company’s business.

3.2 Criteria of independence

3.2.1 The Nomination & Remuneration Committee shall assess the independence of Directors at time of appointment/ re-appointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interest or relationships are disclosed by a Director.

3.2.2 The criteria of independence shall be in accordance with guidelines as laid down in companies Act, 2013 and Clause 49 of the Equity Listing Agreement.

3.2.3 The independent Director shall abide by the “code for independent Directors “as specified in Schedule IV to the companies Act, 2013.

3.3 Other directorships/ committee memberships

3.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other listed public limited companies in such a way that it does not interfere with their role as director of the company. The NR Committee shall take into account the nature of and the time involved in a director service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

3.3.2 A Director shall not serve as director in more than 20 companies of which not more than 10 shall be public limited companies.

3.3.3 A Director shall not serve as an independent Director in more than 7 listed companies and not more than 3 listed companies in case he is serving as a whole-time Director in any listed company.

3.3.4 A Director shall not be a member in more than 10 committees or act as chairman of more than 5 committee across all companies in which he holds directorships.

For the purpose of considering the limit of the committee, Audit committee and stakeholder’s relationship committee of all public limited companies, whether listed or not, shall be included and all other companies including private limited companies, foreign companies and companies under section 8 of the companies Act, 2013 shall be excluded.

Remuneration policy for Directors, key managerial personnel and other employees:

1. Scope:

1.1 This policy sets out the guiding principles for the Nomination and Remuneration committee for recommending to the Board the remuneration of the directors, key managerial personnel and other employees of the company.

2. Terms and Reference:

In this policy the following terms shall have the following meanings:

2.1 “Director” means a director appointed to the Board of the company.

2.2 “key managerial personnel” means

(i) The Chief Executive Office or the managing director or the manager;

(ii) The company secretary;

(iii) The whole-time director;

(iv) The chief finance Officer; and

(v) Such other office as may be prescribed under the companies Act, 2013

2.3 “Nomination and Remuneration committee” means the committee constituted by Board in accordance with the provisions of section 178 of the companies Act,2013 and clause 49 of the Equity Listing Agreement.

3. Policy:

3.1 Remuneration to Executive Director and key managerial personnel

3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committee shall review and approve the remuneration payable to the Executive Director of the company within the overall limit approved by the shareholders.

3.1.2 The Board on the recommendation of the NR committee shall also review and approve the remuneration payable to the key managerial personnel of the company.

3.1.3 The remuneration structure to the Executive Director and key managerial personnel shall include the following components:

(i) Basic pay

(ii) Perquisites and Allowances

(iii) Stock Options

(iv) Commission (Applicable in case of Executive Directors)

(v) Retrial benefits

(vi) Annual performance Bonus

3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the NR committee and Annual performance Bonus will be approved by the committee based on the achievement against the Annual plan and Objectives.

3.2 Remuneration to Non – Executive Directors

3.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non – Executive Directors of the Company within the overall limits approved by the shareholders.

14


3.2.2 Non – Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof.

3.3. Remuneration to other employees

3.3.1. Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

D. REMUNERATION TO DIRECTORS PAID DURING THE FINANCIAL YEAR 2014-15 AND OTHER DISCLOSURES

Name of the Director Salary Sitting fees Number of (Rs) (Rs) shares held

Mr. N. Sridhar 36,00,000 NIL 410852

Mr. N. Srinivas 36,00,000 NIL 470000

E. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the independent directors of the company had a meeting on _14_/02/2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

Preparedness for Board/Committee meetings

Attendance at the Board/Committee meetings

Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

Monitoring the effectiveness of the company’s governance practices

Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

Ensuring the integrity of the company’s accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

4. STAKEHOLDER’S RELATIONSHIP COMMITTEE

A. COMPOSITION

Name of the Member Position Category

Mr. J. V. Rao Chairman Independent Non-Executive

Mr. CA Ch. Anand member Independent Non-Executive

Mr. N. Srinivas member Promoter & Executive Director

B. NAME AND DESIGNATION OF COMPLIANCE OFFICER

Mr. P. Satish Kumar is the compliance officer of the Company.

C. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR 2014-15

During the financial year 2014-15, no complaints were received from the shareholders.

5) RISK MANAGEMENT COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name of the Director Position Category

Mr. J. V. Rao Chairman Independent Non - Executive

Mr. CA Ch. Anand member Independent Non - Executive

Mr. N. Srinivas member Promoter & Executive Director

B) Role and Responsibilities of the Committee includes the following:

• Framing of Risk Management Plan and Policy

• Overseeing implementation of Risk Management Plan and Policy

• Monitoring of Risk Management Plan and Policy

• Validating the process of risk management

• Validating the procedure for Risk minimisation

• Periodically reviewing and evaluating the Risk Management Policy and practices with respect to risk assessment and risk management processes.

• Continually obtaining reasonable assurance from management that al known and emerging risks have been identified and mitigated or managed.

15


NO. OF DATE OF VENUE TIME SPECIAL RESOLUTION AGM AND FY MEETING PASSED

17th AGM 27.09.2014 405, NSIC Business Park, 2013-14 ECIL Post, Hyderabad – 500 062 11.00 A.M. Nil



7. GENERAL BODY MEETINGSA. LOCATION, DATE AND TIME OF LAST THREE AGMS AND SPECIAL RESOLUTIONS THERE AT AS UNDER:

B. PASSING OF RESOLUTIONS BY POSTAL BALLOT

The Company did not pass any resolution through postal ballot.

8. DISCLOSURES

A. MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS

During the year under review, the Company had not entered in to any materially significant transaction with any related party that may have potential conflict with the interests of the Company at large. All the related party transactions during the year are in the ordinary course of business and on arms length basis.

B. COMPLIANCES :

There are no penalties imposed on the Company by the Stock Exchanges or SEBI or any other statutory authority on any matter related to capital markets, during the last three years.

C. WHISTLE BLOWER POLICY

With a view to adopt the highest ethical standards in the course of business, the Company has a whistle blower policy in place for reporting the instances of conduct which are not in conformity with the policy. Directors, employees, vendors or any person having dealings with the Company may report non-compliance to the Chairman of the Audit Committee, who reviews the report. Confidentiality is maintained of such reporting and it is ensured that the whistle blowers are not subjected to any discrimination. No person was denied access to the Audit Committee.

D. COMPLIANCE WITH THE MANDATORY REQUIREMENTS AND ADOPTION OF THE NON-MANDATORY REQUIREMENTS OF CLAUSE 49 OF THE LISTING AGREEMENT

All mandatory requirements of Clause 49 of the Listing Agreement have been appropriately complied with and the status of non-mandatory requirements is given below:

i. The Chairman of the Company is an Executive Chairman and hence the provisions for Non-Executive Chairman are not applicable. All other

requirements of the Board during the year have been complied with.

ii. The financial Statements are free from any Audit Qualifications.

9. MEANS OF COMMUNICATION

The quarterly, half-yearly and yearly financial results will be sent to the Stock Exchanges immediately after the Board approves the same and these results will also be published in prominent daily newspapers. These financial statements, press releases are also posted on the Company’s website, at www.sankhya.net As the financial performance of the Company is well published, individual communication of half yearly results are not sent to the shareholders.

10. General Shareholder Information

The following information would be useful to the shareholders:

A) EIGHTEENTH ANNUAL GENERAL MEETING

Date and Time : 29th September 2015, at 11.00 A.M.

Venue : 405, NSIC Business Park, ECIL Post, Hyderabad – 500 062

B) FINANCIAL YEAR AND FINANCIAL YEAR CALENDAR 2015-16 (TENTATIVE SCHEDULE)

Financial year to which the Annual General Meeting relates: 2014-15

Financial calendar: 2015-16

Adoption of Quarterly results for the Quarter ending

30th June, 2015 : 12th August, 2015

30th September, 2015 : 1st/2nd Week of November, 2015

31st December, 2015 : 1st/2nd Week of February, 2016

31st March, 2016 : on or before 30th May 2016

Annual General Meeting (Next year) : August / September, 2016

C) BOOK CLOSURE DATE

22nd September 2015 to 29th September 2015 (both days inclusive)

16


D) LISTING ON STOCK EXCHANGES :

The equity shares of the Company are listed on BSE Ltd. The Company has paid the listing fees for the year 2015-16 to the Stock Exchange.

E) STOCK CODE

EXCHANGE CODE

BSE Ltd SANKHYAIN

BSE Ltd 532972

F) ELECTRONIC CONNECTIVITY

Demat ISIN number : INE877A01013

NATIONAL SECURITIES DEPOSITORY LIMITED

Trade World, Kamala Mills Compound

Senapati Bapat Marg, Lower Parel

Mumbai – 400 013

CENTRAL DEPOSITORY SERVICES (INDIA) LIMITED

Phiroze Jeejeebhoy Towers, 28th Floor

Dalal Street, Mumbai – 400 023

Month Open High Low Close No. of Total Turnover Spread

Price Price Price Price Shares (Rs.) High-Low Close-Open

Apr-14 7.2 10.19 7.2 9.31 173995 1553063 2.99 2.11

May-14 9.76 10.31 7.6 9.95 56787 538164 2.71 0.19

Jun-14 10.44 11.4 9.01 9.65 51385 515464 2.39 -0.79

Jul-14 9.64 11.5 8.4 8.4 65808 671736 3.1 -1.24

Aug-14 8.7 10.9 8.2 10.9 95992 962525 2.7 2.2

Sep-14 10.7 13.5 9.55 10.99 153623 1762551 3.95 0.29

Oct-14 11.35 17 0.55 13.16 252115 3559727 7.45 1.81

Nov-14 13.8 21.91 11.27 21.91 320423 5631009 10.64 8.11

Dec-14 23 29.3 21.1 23.85 1059679 27367517 8.2 0.85

Jan-15 23.1 24.95 16 16.25 576467 12222239 8.95 -6.85

Feb-15 17.05 19.05 13.3 19.05 382695 6395577 5.75 2

Mar-15 19.95 25.5 15.3 17.3 678360 14956194 10.2 -2.65

H) REGISTRARS AND TRANSFER AGENTS

Karvy Computershare Pvt Ltd *

Unit: M/s. Sankhya InfoTech Ltd

Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District,

Nanakramguda, Hyderabad – 500 032.

Tel no. : 040-67162222 to 24 , FAX no. 040-23001153,

Email id- [email protected]

I) SHARE TRANSFER SYSTEM

The Transfer of Shares is affected by the Registrars after necessary approval of the Board/Share Transfer Committee. Transfer generally takes 1-2 weeks.

G) MARKET PRICE DATAThe monthly (High / Low) prices of shares of the Company from April, 2014 to March, 2015 at BSE:

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(A) Shareholding of Promoter and Promoter Group

(1) Indian

a. Individuals/Hindu Undivided Family 2642175 23.50 0 0

b. Central Government/State Government(s) 0 0 0 0

c. Bodies Corporate 84300 0.75 0 0

d. Financial Institutions/Banks 0 0 0 0

Others :-

e. Mutual Funds 0 0 0 0

f. Trusts 0 0 0 0

Sub Total (A)(1) 2726475 24.25 0 0

(2) Foreign

a. Individuals (Non Resident Individuals/Foreign Individuals) 0 0 0 0

b. Bodies Corporate 0 0 0 0

c. Institutions 0 0 0 0

Others :-

d. Overseas Corporate Bodies 0 0 0 0

Sub Total (A)(2) 0 0 0 0

Total Shareholding of Promoter and Promoter Group

(A)=(A)(1)+(A)(2) 2726475 24.25 0 0

(B) Public Shareholding

(1) Institutions

a. Mutual Funds/UTI 0 0 0 0

b. Financial Institutions/Banks 1045090 9.29 0 0

c. Central Government/State Government(s) 0 0 0 0

d. Venture Capital Funds 0 0 0 0

e. Insurance Companies 0 0 0 0

f. Foreign Institutional Investors 0 0 0 0

g. Foreign Venture Capital Investors 0 0 0 0

Others :-

h. Foreign Companies 0 0 0 0

Sub Total (B)(1) 1045090 9.29 0 0

(2) Non-Institutions

a. Bodies Corporate 2483074 22.08 0 0

b. Individuals

i)Individual shareholders holding nominal share capital

up to Rs.1 lakh 2250175 20.01 0 0

ii)Individual shareholders holding nominal share capital

in excess of Rs.1 lakh 2485896 22.11 0 0

c. Any Others : -

i)Non Resident Individuals 48323 0.43 0 0

ii)Overseas Corporate Bodies 0 0 0 0

iii)Trusts 0 0 0 0

iv)Employees 0 0 0 0

v)Clearing Members 5807 0.05 0 0

vi)Hindu Undivided Family 200365 1.78 0 0

Sub Total (B)(2) 7473640 66.46 0 0

Total Public Shareholding (B)=(B)(1)+(B)(2) 8518730 75.75 0 0

Total (A)+(B) 11245205 100.00 0 0

(C) Shares held by Custodians and against Depository Receipts have been Issued 0 0 0 0

Grand Total (A)+(B)+(C) 11245205 100.00 0 0

J) Shareholding pattern as on 31.03.2015

Categorycode

Category of ShareholderTotal

Numberof Shares

% ofshare

holding

Shares pledged orotherwise

encumbered

Number of Shares

As a percentage

18


K) Distribution of Shareholding as on 31.03.2015

Range (Rs.) No of % of Total No of % of Total Shareholders Shareholders Shares Shareholding

Upto - 5000 5618 85.81 7509390 6.68

5001 - 10000 362 5.53 3089560 2.75

10001 - 20000 218 3.33 3423720 3.04

20001 - 30000 103 1.57 2656690 2.36

30001 - 40000 43 0.66 1506940 1.34

40001 - 50000 44 0.67 2126780 1.89

50001 - 100000 69 1.05 5426800 4.83

100001 & Above 90 1.38 86712170 77.11

TOTAL 6547 100 112452050 100

L) DEMATERIALISATION & LIQUIDITY OF SHARES

Trading in Company’s shares is permitted only in dematerialised form for all investors. The ISIN allotted to the Company’s scrip is INE877A01013. Investors are therefore advised to open a demat account with a Depository participant of their choice to trade in dematerialized form. Shares of the Company are actively traded in BSE Limited. Hence have good liquidity.

M) Address for Correspondence

Mr. P. Satish Kumar

Compliance Officer

N) OTHER DISCLOSURES AS PER CLAUSE 49 OF THE LISTING AGREEMENT

i. Code of Conduct

The Company has formulated and implemented a Code of Conduct for Board Members and Senior Management of the Company. Requisite annual affirmations of compliance with the respective Codes have been made by the Directors and Senior Management of the Company.

Certificate of Code of Conduct for the year 2014-15

SANKHYA INFOTECH LIMITED is committed for conducting its business in accordance with the applicable laws, rules and regulations and with highest standards of business ethics. The Company has adopted a “Code of Ethics and Business Conduct” which is applicable to all director, officers and employees.

I hereby certify that all the Board Members and Senior Management have affirmed the compliance with the Code of Ethics and Business Conduct, under a certificate of Code of Conduct for the year 2014-15.

Place: Hyderabad N. Sridhar

Date: 29.08.2015 Chairman & Managing Director

ii) Disclosure of Accounting Treatment

The Company has complied with the appropriate accounting policies and has ensured that they have been applied consistently. There have been no deviations from the treatment prescribed in the Accounting Standards notified under Section 211 (3C) of the Companies Act, 1956.

iii) Non-Executive Directors’ Compensation and Disclosures

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

iv) CEO Certification

The Managing Director and CEO certification of the financial statements for the year 2014-15 is provided elsewhere in this Annual Report.

On behalf of the BoardSANKHYA INFOTECH LIMITED

Place : Hyderabad Date : 29.08.2015 Managing Director & CEO

Particulars No. of Shares % Share Capital

NSDL 7325819 65.15

CDSL 3657343 32.52

PHYSICAL 262043 2.33

Total 11245205 100.00

19


CERTIFICATE BY THE MANAGING DIRECTOR AND MEMBER OF AUDIT COMMITTEE / CFO OF THE COMPANY

To

The Board of DirectorsSANKHYA INFOTECH LIMITED

Dear Sirs,

As required under clause 49(IX) of the Listing agreement, we state that:

1. We have reviewed the financial statements and the cash flow statement for the year ended 31st March 2015 and to the best of our knowledge and belief;

a. These statements do not contain any materially untrue statement nor omit any material fact nor contain statements that might be misleading, and

b. These statements present a true and fair view of the company’s affairs and are in compliance with the existing accounting standards, applicable laws and regulations.

2. There are, to the best of my knowledge and belief, no transactions entered into by the company during the year, which are fraudulent, illegal or voilative of the company’s code of conduct.

3. We accept responsibility for establishing and maintaining internal controls, I have evaluated the effectiveness of the internal control systems of the company and I have disclosed to the auditors and the audit committee, deficiencies in the design or the operation of internal controls, if any, of which I was aware and the steps that I have taken or propose to take and rectify the identified deficiencies and,

4. That we have informed the auditors and the audit committee of:

a) Significant changes in the internal control during the year;

b) Significant changes in accounting policies during the year and that the same have been disclosed in the notes to the financial statements; and

c) Instances of significant fraud of which we have become aware and the involvement of any employee having a significant role in the company’s internal control system.

Yours Sincerely,

Place: Hyderabad Date : 29.08.2015 Chairman & Managing Director Member of Audit Committee / CFO

AUDITOR’S COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To

The Members of SANKHYA INFOTECH LTD.

We have examined the compliance of the conditions of Corporate Governance by Sankhya Infotech Limited (the Company) for the year ended 31st March 2015, as stipulated in clause 49 of the Listing Agreement of the said Company, with the Stock Exchanges.

The Compliance of the conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to procedures and implementations thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of 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 the representations made by the directors and the management, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned listing agreement except the following:

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company.

ForT.R. Chadha&Co Chartered AccountantPravin Kumar JabadePartnerM. No.107196

Dated: May 26, 2015 Place : Hyderabad

20

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:–

S.N0. Name of the Company CIN/GLN Holding/Subsidiary % of Applicable /Associate shares Held Section

1 Sankhya SARL France 478890099 Subsidiary 100 -

2 Mahasena info U72200TG2006PTC050101 Subsidiary Technologies(India) Private Limtied 100 -

3 Sankhya US Corporation SRV060773107 Subsidiary 100 -


MGT 9Extract of Annual Return

as on the Financial Year 31.03.2015[Pursuant to section 92 (3) of the Companies Act, 2013 and rule 12 (1) of the Companies

(Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i. CIN L72200TG1997PLC045396

ii. Registration Date 21/07/1997

iii. Name of the Company SANKHYA INFOTECH LIMITED

iv. Category / Sub-Category of the Company Company limited by shares/ Non-Government Company

v. Address of the Registered office and contact details H No. 1-13-30/76, B76, Dr. A S Rao Nagar, Hyderabad

vi. Whether listed company Yes / No Yes

vii. Name, Address and Contact details of Registrar Karvy Computershare Pvt Ltd * and Transfer Agent, if any Unit: M/s. Sankhya InfoTech Ltd Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad – 500 032. Tel no. : 040-67162222 to 24 FAX no. 040-23001153, Email id- [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Sl. No. Name and Description of main products /services NIC Code of % to total the Product / turnover of service the company

1 Software NA 100

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(ICategory-wise Share Holding;-

Category of No. of Shares held at the No. of Shares held at the % Change Shareholders beginning of the year end of the year during the Year

Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares

A. Promoters

(1) Indian

Individual/ HUF 4133384 0 4133384 36.76 2642175 0 2642175 23.50

Central Govt 0 0 0 0 0 0 0 0 0

State Govt (s) 0 0 0 0 0 0 0 0 0

Bodies Corp. 104300 0 104300 0.93 84300 0 84300 0.75 0

Banks / FI 0 0 0 0 0 0 0 0 0

Any Other…. 0 0 0 0 0 0 0 0 0

Sub-total (A) (1) :- 0 0 0 0 2726475 0 2726475 24.25

(2) Foreign

a) NRIs -Individuals 0 0 0 0 0 0 0 0 0

21

b) Other –

Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0

d) Banks / FI 0 0 0 0 0 0 0 0 0

e) Any Other…. 0 0 0 0 0 0 0 0 0

Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0

Total shareholding of Promoter (A) =

(A)(1)+(A)(2) 4237684 0 4237684 37.68 2726475 0 2726475 24.25 0

B. Public

Shareholding

1.Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks / FI 3300 0 3300 0.03 1045090 0 1045090 9.29 0

c) Central Govt 0 0 0 0 0 0 0 0 0

d) State Govt(s) 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0

f) Insurance

Companies 0 0 0 0 0 0 0 0 0

g) FIIs 0 0 0 0 0 0 0 0 0

h) Foreign Venture

Capital Fund 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

2. Non Institutions

a) Bodies Corp. 2579209 11100 2590309 23.03 2471974 11100 2483074 22.08 0

i) Indian

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals 0 0 0 0 0 0 0 0 0

i) Individual 1934297 200343 2134640 18.98 2051232 198943 2250175 20.01

shareholders

holding nominal share capital up to Rs. 1 lakh

ii) Individual 1993411 52000 2045411 18.19 2433896 52000 2485896 22.11

shareholders

holding nominal

share capital in

excess of Rs 1 lakh

c) Others (specify)

1. NRI 35930 0 35930 0.32 48323 0 48323 0.043

2. Clearing 775 0 0 0.01 5807 0 5807 0.05

Members

3. HUF 197156 0 197156 1.75 200365 0 200365 1.78

Sub-total (B)(2):-

Total Public

Shareholding

(B)=(B)(1)+(B)(2) 6740778 263443 7004221 62.29 8256687 262043 8518730 66.46

C. Shares held by

Custodian for

GDRs & ADRs 0 0 0 0 0 0 0 0 0

Grand Total

(A+B+C) 10981762 263443 11245205 100 10983162 262043 11245205 100


22

Demat Physical Total % of Total Demat Physical Total % of Total

Physical Shares Total Shares Nil

1. N. Srinivas 469000 0 469000 4.17 469000 0 469000 4.17

2. N. Gayatri 776109 0 776109 6.90 626109 0 626109 5.57

3. Sankhya 104300 0 104300 0.93 84300 0 84300 0.75 Management Services Limited

4. N. Nalini 50000 0 50000 0.44 50000 0 50000 0.44

5. N. Sridhar 351300 0 351300 3.12 0 0 0 0

6. N. Rama Krishna Rao 354800 0 354800 3.16 0 0 0 0

7. N. Indira Ramani 513770 0 513770 4.57 513770 0 513770 4.57

8. N. Parvata vardhani 854600 0 854600 7.60 571444 0 571444 5.08

9. N. Srinivas 352953 0 352953 3.14 1000 0 1000 0.01

10. N. Sridhar 410852 0 410852 3.62 410852 0 410852 3.65

S. No. Shareholding at the beginning of the year Share holding at the end of the year

1. No. of % of total shares No. of % of total shares

shares of the company shares of the company

Date wise Increase /Decrease in 4237684 37.68 2726475 24.24 Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus / sweat equity etc):

(ii) Shareholding of Promoters

S. Shareholders No. of Shares held at the No. of Shares held at the % Change No. Name beginning of the year end of the year during the year


(iii) Change in Promoters’ Shareholding ( please specify, if there is no change )

S. No. Shareholder’s Name Shareholding at the beginning Share holding at the of the year end of the year



At the beginning of the year 1.4.2014 31.3.2015

1 TODI Dealers Pvt Ltd 515482 4.58 0 0

2 AVK Dealers Pvt Ltd 515000 4.58 0 0

3 SAK Dealers Pvt Ltd 515000 4.58 0 0

4 Nikunj Trading Pvt Ltd 515000 4.58 0 0

5 Dheeraj Kumar Lohia 184648 1.64 188648 1.68

6 OHM Stock Broker PVT Ltd 134500 1.20 0 0

7 Naresh Kumar Vasantlal Shah 113000 1.00 25000 0.29

8 Kotak Mahindra Investments Ltd 110591 0.98 0 0

9 Sarah Faisal Hawa 103223 0.92 97223 0.86

10 Utkarsh Palnitkar 100000 0.89 100000 0.89

“The change in promoter holding is

partly due to “temporary

securitization” by IDBI due to delay in payment of dues, and partly to

sale of part of the shares securitized with

IDBI towards adjustment of dues”.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

23

S. No. For Each of the Directors and KMP

At the beginning of the year No. of % of total shares of

shares the company

1 N.Sridhar 762152 6.77

2 N.Srinivas 821953 7.31

Date wise Increase /

Decrease in Promoters

Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/

sweat equity etc):

At the End of the year N.Sridhar 410852 3.65

N.Srinivas 470000 4.18

(vi). Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Indebtedness at the Secured Loans Unsecured Deposits Total

beginning of the excluding Loans Indebtedness

financial year deposits

i) Principal Amount 180.00 285.95 - 465.95

ii) Interest accrued & due 25.32 89.06 - 114.38

Total (i+ii) 205.32 375.01 - 580.33

Indebtedness at the end of the financial year

i) Principal Amount 180.00 443.71 - 623.71

ii) Interest accrued & due 54.89 110.02 - 164.91

Total (i+ii) 234.89 553.73 - 788.62


(v) Shareholding of Directors and Key Managerial Personnel:

S. No. Shareholder’s Name Shareholding at the beginning Share holding at the of the year end of the year



At the End of the year 1.4.2014 31.3.2015

1 Beaver Engineering & Holding 0 0 2061482 18.33

2 IDBI Bank Ltd 0 0 891790 7.93

3 Suresh Gadalay 32341 0.29 192397 1.71

4 Dheeraj Kumar Lohia 184648 1.64 188648 1.68

5 IDBI Bank Ltd 0 0 150000 1.33

6. Kamal Gadalay 53264 0.47 129227 1.15

7. Padmavathi Noothalapati 85300 0.76 101100 0.90

8 Utkarsh Palnitkar 100000 0.89 100000 0.89

9 Sonal Modi 0 0 100000 0.89

10 Sarah Faisal Hawa 103223 0.92 97223 0.86

“The change in Directors holding is partly due to “temporary securitization” by IDBI due to delay in payment of dues, and partly to sale of part of the shares securitized with IDBI towards adjustment of dues”.

24

(vii). REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. No. Particulars of Remuneration Name of CMD/WTD/ Manager:

Sridhar Nadupalli CMD Srinivas Nadupalli WTD Total Amount

1. Gross salary 36,00,000 36,00,000 72,00,000

(a) Salary as per provisions

contained in section 17(1)

of the Income-tax Act, 1961

(b) Value of perquisites u/s

17(2) Income-tax Act, 1961

(c) Profits in lieu of salary

under section 17(3) Income tax Act, 1961

2. Stock Option NA NA -

3. Sweat Equity NA NA

4. Commission - as % of profit - Others, specify… NA NA -

5. Others, please specify NA NA

6. Total (A) 36,00,000 36,00,000

7. Ceiling as per the Act 36,00,000 36,00,000 72,00,000

B. Remuneration to other directors:

S. No. Particulars of Remuneration Name of Directors

1 Independent Directors Mr. Ch. Anand Mr. J.V.Rao Total Amount

• Fee for attending board / committee meetings Commission, Others, please specify 40,000 40,000 80,000.00

Total (1) 40,000 40,000 80,000.00

2 Other Non-Executive Directors • Fee for attending board / committee meetings • commission • Others, please specify - - -

Total (2) - - -

Total (B)=(1+2) 40,000 40,000 80,000.00

Total Managerial Remuneration - - -

Overall Ceiling as per the Act - - -


C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

NIL

(VII). PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type made, Section of the Brief Details of Penalty / Punishment/ Authority Appeal if any Companies Act Description Compounding fees imposed [RD / NCLT / COURT] (give Details)

A. COMPANY

Penalty - - - - -

Punishment - - - - -

Compounding - - - - -

B. DIRECTORS

Penalty - - - - -


Compounding -- - - - -

C. OTHER OFFICERS IN DEFAULT

Penalty - - - - -


Compounding - - - - -

25


ANNEXURE II

SPECIMEN DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s SANKHYA INFOTECH LIMITED

ANNEXURE II

SPECIMEN DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Board of Directors

M/s SANKHYA INFOTECH LIMITED

Dear Sir,

I undertake to comply with the conditions laid down in Sub-clause of Clause 49 read with section 149 and Schedule IV of the Companies Act, 2013 in relation to conditions of independence and in particular:

(a) I declare that up to the date of this certificate, apart from receiving director’s remuneration, I did not have any material pecuniary relationship or transactions with the Company, its promoter, its directors, senior management or its holding Company, its subsidiary and associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company. I further declare that I will not enter into any such relationship/transactions. However, if and when I intend to enter into such relationships/transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease to be an independent director f r om t he da t e o f e n t e r i n g i n t o s u ch relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level below the board and also have not been executive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during the preceding three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with the Company and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the company

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affect independence of the director, and was not a substantial shareholder of the Company i.e., owning two percent or more of the block of voting shares.

Thanking You.Yours Faithfully,

Date: 29.08.2015Ch. AnandPlace: Hyderabad(Independent director)

Thanking You.Yours Faithfully,

Date: 29.08.2015J. V. RaoPlace: Hyderabad(Independent director)

Dear Sir,

I undertake to comply with the conditions laid down in Sub-clause of Clause 49 read with section 149 and Schedule IV of the Companies Act, 2013 in relation to conditions of independence and in particular:

(a) I declare that up to the date of this certificate, apart from receiving director’s remuneration, I did not have any material pecuniary relationship or transactions with the Company, its promoter, its directors, senior management or its holding Company, its subsidiary and associates as named in the Annexure thereto which may affect my independence as director on the Board of the Company. I further declare that I will not enter into any such relationship/transactions. However, if and when I intend to enter into such relationships/transactions, whether material or non-material I shall keep prior approval of the Board. I agree that I shall cease to be an independent director f r om t he da t e o f e n t e r i n g i n t o s u ch relationship/transaction.

(b) I declare that I am not related to promoters or persons occupying management positions at the Board level or at one level below the board and also have not been executive of the Company in the immediately preceding three financial years.

(c) I was not a partner or an executive or was also not partner or executive during the preceding three years, of any of the following:

(i) the statutory audit firm or the internal audit firm that is associated with the Company and

(ii) the legal firm(s) and consulting firm(s) that have a material association with the company

(d) I have not been a material suppliers, service provider or customer or lessor or lessee of the company, which may affect independence of the director, and was not a substantial shareholder of the Company i.e., owning two percent or more of the block of voting shares.

26


SECRETARIAL AUDIT REPORT

(Pursuant to section 204 (1) of the Companies Act, 2013 and

Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015ToThe Members of M/s. SANKHYA INFOTECH LIMITEDWe have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s. Sankhya Infotech Limited (hereinafter called “the Company”). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliance and expressing my opinion thereon. Based on our verification of the Company’s Books, Papers, Minute Books, Forms and Returns filed and other Records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the company has, during the financial year commencing from 1st April, 2014 and ended 31st March, 2015, complied with the statutory provisions listed hereunder and also that the Company has proper Board process and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:1. We have examined the books, papers, minute books, forms and

returns filed and other records maintained by M/s. Sankhya Infotech Limited (“The Company”) for the financial year ended on 31st March, 2015, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made there under for specified sections notified and came in to effect from 12th September, 2013 and sections and Rules notified and came in to effect from 1st April, 2014;

ii. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made there under;

iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under.

iv. Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of Foreign Direct Investment (FDI) and Overseas Direct Investment and External Commercial Borrowings;

v. The Securities and Exchange Board of India Act, 1992 (‘SEBI Act’)

2. Provisions of the following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (SEBI Act) were not applicable to the Company under the financial year under report:

i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

ii. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

iii. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009;

iv. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

v. The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

vi. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008

vii. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

3. We have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by the Institute of Company secretaries of India under the provisions of Companies Act, 1956 and

ii. The Listing Agreements entered into by the Company with BSE Limited;

4. During the financial year under report, the Company has complied with the provisions of the New Companies Act, 2013, Old Companies Act, 1956 to the extent applicable and the Rules, Regulations, Guidelines, Standards, etc., mentioned above subject to the following observations;

OBSERVATIONS:

(a) As per the information and explanations provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we report that

(i) The provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made there under to the extent of:

(ii) External Commercial Borrowings were not attracted to the Company under the financial year under report;

(iii) Foreign Direct Investment (FDI) was not attracted to the company under the financial year under report;

(iv) Overseas Direct Investment by Residents in Joint Venture/Wholly Owned Subsidiary abroad was not attracted to the company under the financial year under report.

(v) As per the information and explanations provided by the company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we report that the Company has not made any GDRs/ADRs or any Commercial Instrument under the financial year under report.

(b) We further report that:

(vi). The Company has not been regular in depositing its undisputed statutory dues in respect of Provident Fund, Employee State Insurance, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities in India during the year.

(vii). The Company has created provision for TDS but the same has not been remitting with the Income Tax Department.

The company has been fulfilling its obligations irregularly due to cash flow issues and low working capital availability.

At the time of filing this report the company has filed for renewal of labor registration.

Annexure ATo

The Members of M/s SANKHYA INFOTECH LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have verified the correctness and appropriateness of financial records and Books of Accounts of the company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The secretarial Audit report is neither an assurance as to future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

Place: HyderabadDate : 29.08.2015

K. Bhima Sankara RaoPracticing Company Secretaries

C.P. No: 12730

27

INDEPENDENT AUDITOR'S REPORT

The Members of Sankhya InfoTech Limited

Report on the Standalone Financial Statements

We have audited the accompanying financial statements of Sankhya InfoTech Limited ("the Company"), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, in which are incorporated the Returns for the year ended on that date audited by the Branch Auditors of the Company's Branch at Toulouse, France.

Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error..

Auditor's Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31,2015;

(b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matters

We draw attention to the following matters in the Notes to the Financial Statements:

1. Note No.14 (ii) to the financial statements which states that the company has given advances of Rs.540.51 Lac to its subsidiary M/s Sankhya US situated in United States of America and the same is pending since 31.3.2010. The Management is of the view that these advances are in connection execution of a signed contract fully recoverable in cash or in kind for value to be received in due course as operations would be commenced fully in near future.

2. Note No.18 (i) to the financial statements which states the Company has reported Unbilled Revenue of Rs.429 Lac However, the same is pending for billing since 31.3.2012. The Management is of the view that the Unbilled Revenue is entirely billable and management is in constant engagement with the Client to get the work certified and billed the same.

Our opinion is not qualified in respect of the above matters.

Other Matter

We did not audit the financial statements / information of the branch included in the Standalone financial statements of the Company whose financial statements / financial information reflect total assets of Rs.5212.34 Lakh as at 31st March 2015 and total revenues of Rs. 17899.72 Lakh for the year ended on that date, as considered in the Standalone financial statements. The financial statements / information of the branch has been audited by the Branch Auditors whose report has been furnished to us, and our opinion is so far as it relates to the amounts and disclosures included in respect of the Branch, is based solely on the report of such auditors.


Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor's Report) Order, 2015, (the 'Order'), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the said Order to the extent applicable to the company.

As required by section 143(3) of the Act, we report that:

a. we have sought and obtained all the Information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books and proper returns for the purposes of our audit have been received from branch not visited by us.

c. The reports on the accounts of the branch office of the Company audited under Section 143 (8) of the Act by the Branch auditor has been sent to us and has been properly dealt with by us in preparing this report.

d. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account and with the returns received from the branch not visited by us.


28

e. in our opinion, the aforesaid financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

f. on the basis of the written representations received from the directors as on 31 March 2015 taken on record by the Board of Directors, none of the directors is disqualified as on 31 March 2015 from being appointed as a director in terms of Section 164 (2) of the Act; and.

g. with respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 26(ii) to the financial statements;

ii. The Company did not have any long term contracts including derivative contracts for which there were any material foreseeable losses;

iii. There has not been any delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Company.

For T.R Chadha & Co. Chartered Accountants

Firm Regn. No: 006711N

Membership Number 107196 Pravin Kumar Jabade

Place: Hyderabad Date: 26.05.2015 (Partner)

Annexure to the Auditors' Report for the year ended March 2015

(Referred to in Paragraph 1 of our Report of even date)

(i) (a)The Company has generally maintained proper records to show full particulars including quantitative details and situation of fixed assets.

(b) As per the information and explanation given to us, the company has physically verified its fixed assets during the year. As explained to us, the management verifies the fixed assets once in three years as per the program, which, in our opinion is reasonable having regard to the size of the company and nature of its assets.

(ii) Clause a, b & c regarding Inventory is not applicable to the Company as the Company does not hold any inventory.

(iii) As informed to us, the Company has granted unsecured Loans to Companies, covered in the Register maintained under Section 189 of the Companies Act, 2013. The maximum amount involved during the year and at the end of the year, balance of loans granted to such party are as follows:

Name of the party Maximum amount Year-end outstanding during Balance the year

Sakhya US 540.51 540.51 Corporation

Harvest Holding 16.59 16.59 Partners LLC, Dubai

(a) As informed, the loans granted are repayable on demand and the company has not demanded repayment of any such loan during the year. Thus there has been no default on the part of the parties to whom the money has been lent.

(b) According to the information and explanation given to us, there is no overdue amount for more than Rs. One Lakh.

(iv)In our opinion and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business with regard to purchase of inventory and fixed

assets and sale of goods and services. We have not observed any major weakness in the internal control system during the course of the audit.

(v) The Company has not accepted any deposits from public.

(vi)The Central Government has not prescribed the maintenance of cost records under section 148(1) of the Act, for any of the goods manufactured by the Company.

(vii) (a) According to the books and records as produced and examined by us in accordance with generally accepted auditing practices in India, the Company has not been regular in depositing its undisputed statutory dues in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues as applicable with the appropriate authorities in India during the year.

According to the information and explanations given to us, there are some undisputed amounts payable in respect of Provident Fund, Employees State Insurance dues, Investor Education and Protection Fund, Income Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other material statutory dues were in arrears as at 31.03.2015 for a period of more than six months from the date they became payable. The details are as follows:

(Rs. in Lac)

Nature of dues Amount

Provident Fund 24.51

ESI 2.90

TDS 151.24

Income Tax 117.37

Profession Tax 1.40

Service Tax 40.50

(b) There are no dues of Income Tax / excise duty /Sales Tax which are not deposited on account of dispute.

(c) According to the information and explanations given to us the amounts which were required to be transferred to the investor education and protection fund in accordance with the relevant provisions of the Companies Act, 1956 (1 of 1956) and rules there under has been transferred to such fund within time.

(viii) The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the financial year and in the immediately preceding financial year.

(ix) The Company has defaluted in repayment of dues to a financial institutions, banks or debenture holders during the year.

Name of the Amount Period Financial Institutions /Bank Rs. in Lac

IDBI Bank Cash Credit 137.00 3 months

IDBI Rupee Term Loan 75.00 6 months

(x) In our opinion and according to the information and the explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions.

(xi) Based on our audit procedures and as per the information and explanations given by the management, the term loans were applied for the purpose for which the loans were obtained.

(xii) According to the information and explanations given to us, no material fraud on or by the Company has been noticed or reported during the course of our audit

For T. R. Chadha & Co. Chartered Accountants Firm Regn. No: 006711N

Pravin Kumar Jabade(Partner)


Membership Number: 107196Place: Hyderabad Date: 26.05.2015

29

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 3 1,124.52 1,124.52

(b) Reserves and Surplus 4 5,910.21 5,778.14

(2) Non-Current Liabilities

(a) Long-term Borrowings 5 877.59 830.26

(b) Deferred Tax Liabilities (Net) 6 320.17 141.83

(c ) Long term provisions 7 27.64 27.64

(3) Current Liabilities

(a) Short-Term Borrowings 8 2,411.72 2,199.93

(b) Trade Payables 9 647.63 458.18

(c) Other Current Liabilities 10 648.54 402.13

(d) Short -Term Provisions 11 127.04 21.13

Total 12,095.06 10,983.76

II. Assets

(1) Non-Current Assets

(a) Fixed Assets *

(i) Tangible Assets 12 18.14 53.48

(ii) Intangible Assets 12 4,738.37 4,848.47

(iii) Capital Work-in-Progress 12 695.90 695.90

(b) Non-Current Investments 13 58.45 58.45

(c) Long Term Loans and Advances 14 601.47 600.58

(2) Current Assets

(a) Trade Receivables 15 5,473.40 4,090.87

(b) Cash and Cash Equivalents 16 34.34 14.85

(c) Short-Term Loans and Advances 17 43.31 43.56

(d) Other Current Assets 18 431.68 577.60

Total 12,095.06 10,983.76

Company Information 1

Summary of Significant Accounting Policies 2

Additional Notes forming part of Financial Statement 26


SANKHYA INFOTECH LIMITED#405, NSIC BUSINESS PARK, ECIL POST HYDERABAD -500062 INDIA

Balance Sheet as at 31st March, 2015

Particulars Note No

As at March 31st,2015

As at March 31st,2014

Rs in Lacs Rs in Lacs

Notes referred to above form an Integral part of the Balance Sheet and should be read in conjunction therewith * Attention : Please refer to explanatory statement on page no. 39

AS PER OUR REPORT OF EVEN DATE

For TR.Chadha & Co., For SANKHYA INFOTECH LIMITEDChartered AccountantsFirm Registration No: 006711N

Pravin Kumar Jabade N.Sridhar N.SrinivasPartner Chairman & Managing Director Vice ChairmanM.No. 107196

Place : Hyderabad Place : Hyderabad Place : HyderabadDate : 26.05.2015 Date : 26.05.2015 Date : 26.05.2015

30

I. Revenue From Operations 19 18,197.55 13,881.37

II. Other Income 20 0.90 646.56

Total Revenue (I +II) 18,198.45 14,527.93

III. Expenses:

Employee Benefit Expenses 21 10,652.43 8,624.24

Other Operating Expenses 22 1,020.49 1,156.80

Administrative Expenses 23 3,073.59 2,002.34

Finance Costs 24 476.51 458.29

Depreciation and Amortization Expense 12 510.75 471.21

Other Expenses 25 1,937.03 1,588.84

Total Expenses (III) 17,670.80 14,301.72

IV. Profit Before Exceptional and Extraordinary Items and Tax (I+II-III) 527.65 226.21

V. Extraordinary Items - -

VI. Profit before tax (IV-V) 527.65 226.21

VII. Tax expense:

(1) Current tax 112.55 48.54

(2) Deferred tax 178.34 88.07

(3) Previous years tax provision 90.00 -

VIII. Profit/(Loss) for the period (VI-VII) 146.76 89.59

IX. Earning per equity share:

Basic and Diluted Earnings per Share (Rs.) 1.31 0.80

Summary of Significant Accounting Policies 26 Additional Notes forming part of Financial Statement



Profit and Loss statement for the year ended 31st March, 2015

ParticularsNote No

For the Year Ending 31st March 2015

For the Year Ending 31st March 2014


Notes referred to above form an Integral part of the Statement of Profit and Loss and should be read in conjunction therewith


For TR. Chadha & Co., For SANKHYA INFOTECH LIMITEDChartered AccountantsFirm Registration No: 006711N



31


SANKHYA INFOTECH LIMITED #405, NSIC BUSINESS PARK, ECIL POST HYDERABAD -500062 INDIA

Cash Flow Statement as at 31st March, 2015

Particulars As at 31-03-2015 As at 31.03.2014

A. CASH FROM OPERATING ACTIVITIES

Net Profit/(Loss) Before Tax 527.65 226.21

Adjustment for: Depreciation 510.75 471.21 Interest Expenses 476.51 458.29

Operating Profit Before Working Capital Changes 1,514.91 1,155.71

Adjustment for: Decrease/(Increase) in Trade Receivables (1,382.53) (110.61) Decrease/(Increase) in Short Term Loans & Advances 0.25 (39.58) Decrease/ (Increase) in Other Current Assets 145.92 175.53 Increase/(Decrease) in Short term Borrowings 211.79 38.71 Increase/(Decrease) in Trade Payables 189.45 206.38 Increase/(Decrease) in Other Current Liabilities 246.40 90.84 Increase/(Decrease in Long term provision - - Decrease/(Increase) in Long Term Loans & Advances (0.89) 4.01 Netoff of Tax (96.63) (27.42)

Net Cash Flow from Operating Activities A 828.67 1,493.57

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (380.00) (939.60) Increase in Capital Work in process - - (Increase) / Decrease in Investments - -

Net Cash from/(Used) in Investing Activities B (380.00) (939.60)

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase in Equity Share Capital - - Increase/(Decrease) in Long term borrowings 47.33 (103.81) Increase/(Decrease) in Capital Reserve - - Increase/(Decrease) in Share Warrants Application Money - - Increase/(Decrease) in equity share premium - - Interest Paid (476.51) (458.29)

Net Cash from/(Used) in Financing Activities C (429.18) (562.10)

Net increase in Cash and Cash Equivalents (A+B+C) 19.49 (8.12)

Opening Cash and Cash Equivalents 14.85 22.97

Closing Cash and Cash Equivalents 34.34 14.85





32


Note No 1 – Company Information

Sankhya is a leading software products and services company serving the rapidly growing niche markets of Training, Education, Modeling and Simulation. The company has developed several Software products targeted in the area of Education, Training and Learning and owns 100% of the “Intellectual Property” in them. The company’s services include software services around the products, development of Simulation software for specific customer needs, courseware, besides providing consulting support to customers. The company has established operations in France and UAE. The company has diverse clients from across several continents, and is a well-established name in the field of education and training.

Note No. 2

Significant Accounting Policies

1. Basis of preparation of financial statements

The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the Accounting Standards notified under section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

The financial statements have been prepared on accrual basis under the historical cost convention except Income on investments in shares of companies and Mutual Funds.

The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

2. Use of estimates

The preparation of the financial statements in conformity with Generally Accepted Accounting Practices requires Management to make estimates and assumptions that affect the reported Assets and Liabilities and disclosures relating to contingent assets and liabilities as at the date of the Financial Statements and reported amounts of Income and Expenses during the period. Although these estimates are based upon management’s best knowledge of current events and actions, actual results could differ from these estimates.

3. Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can reliably be measured.

Revenue from Services:

• Time and material contracts – Revenues are recognized on the basis of time spent duly approved by the respective customers.

• Fixed price contracts – Revenues are recognized on the basis of approval received from the respective customers in accordance with the “Percentage of Completion” method.

• Internal timesheets or timesheets submitted by vendors for time and material contracts and for fixed price contracts based upon assessment of work done.

Other Income – In other income such as income from interest is recognized using the time proportion method, based on rates implicit in the transaction.

4. Expenditure

All software development and services purchased are charged to cost of revenue in at which they were initially recorded during the year, or reported in previous financial statements, are recognized as income or as expenses in the year in which they arise the year of acquisition. Provisions are made for all known losses and liabilities. Where ever applicable leave encashment liability is provided on the basis of actuarial valuation.

5. Fixed assets, intangible assets and Capital work in progress.

Tangible Fixed Assets and Depreciation:

Fixed assets are stated at cost less accumulated depreciation. Direct costs are capitalized until fixed assets are ready for use. “Cost means” cost of bringing the asset to its working condition for its intended use. Fixed assets are capitalized as per the statement issued by the Institute of Chartered Accountants of India. Capital work in progress comprises of the expenditure incurred in the process of developing the intangible assets for the time being and the assets are not yet ready for their intended use as at the date of Balance sheet.

Hitherto, Depreciation on tangible fixed assets is applied on the written down value method by following the rates prescribed in Schedule XIV of the Companies Act, 1956. Now, Depreciation is required to be provided on the basis of the useful lives of the assets as estimated by management in the manner prescribed under Section 123 read with Schedule II of the Companies Act, 2013. Accordingly, the company has changed the Depreciation Policy for Tangible Assets in line with Schedule II of the Companies Act, 2013.

Intangible Fixed Assets and amortization:

Intangible assets other than goodwill are valued at cost less amortization. These generally comprise of costs incurred to acquire computer software licenses and implement the software for internal use (including software coding, installation, testing and certain data conversion) as well as costs paid to acquire studies for obtaining approvals from registration authorities of products having proven technical feasibility. Research costs are charged to earnings as they arise. Costs incurred for applying research results or other knowledge to develop new products, are capitalized to the extent that these products or registrations are expected to generate future financial benefits. Other development costs are expensed as and when they arise. Intangible assets are reported at acquisition value with deductions for accumulated amortization and any Impairment losses. Amortization is provided on a written down value basis over the asset’s anticipated useful life. The useful life is determined based on the period of the underlying contract and the period of time over which the intangible asset is expected to be used and generally does not exceed 10 years. An impairment test of intangible assets is conducted annually or more often if there is an indication of a decrease in value. The impairment loss, if any, is reported in the Statement of Profit and Loss.

6. Impairment of assets

The carrying values of assets of the Company’s cash-generating units are reviewed for impairment annually or more often if there is an indication of decline in value. If any indication of such impairment exists, the recoverable amounts of those assets are estimated and impairment loss is recognized, if the carrying amount of those assets exceeds their recoverable amount. The recoverable amount is the greater of the net selling price and their value in use. Value in use is arrived at by discounting the estimated future cash flows to their present value based on an appropriate discount factor.

7. Unbilled Revenue :

The work in progress is the unbilled amount for the contracts that are in execution stage and the client deliverables are either in testing phase or certification/ acceptance stage, Therefore revenue is not recognized. The same is accounted for at Cost.

8. Investments

Long Term Investments in wholly owned subsidiary are at cost less provision for other than temporary diminution in value, if any. Current Investment are valued at the lower of cost and fair value.

33


9. Research and development

Capital Expenditure incurred on research and development is depreciated over the estimated life of related assets and the revenue expenditure is expensed as incurred.

10. Employee Benefits

Short term employee benefits are recognized as an expense at the undiscounted amount expected to be paid over the period of services rendered by the employees to the Company.

The Company has both defined-contribution and defined-benefit plans, of which some have assets in special funds or securities. The plans are financed by the Company and in the case of some defined contribution plans by the Company along with its employees. The contributions as specified under the law are paid to the Provident Fund set up as irrevocable trust by the Company or to the Regional Provident Fund Commissioner. The Company is generally liable for annual contribution and any shortfall in the fund assets based on the government specified minimum rates of return. Such contributions and shortfall, if any, are recognized in the Statement of Profit and Loss as an expense in the year incurred.

Expenses for gratuity and supplemental payment plans are calculated as at the balance sheet date by independent actuaries in a manner that distributes expenses over the employee’s working life. These commitments are valued at the present value of the expected future payments, with consideration for calculated future salary increases, using a discount rate corresponding to the interest rate estimated by the actuary having regard to the interest rate on government bonds with a remaining term that is almost equivalent to the average balance working period of employees.

The contributions to Gratuity are made to fund administered by the Life Insurance Corporation of India (LIC).

The employees of the Company are entitled to compensate absence. The employees can carry-forward a portion of the unutilized accrued compensated absence and utilize it in future periods or receive cash compensation at retirement or termination of employment for the unutilized accrued compensated absence. The Company records an obligation for compensated absences in the period in which the employee renders the services that increase this entitlement. The Company measures the expected cost of compensated absence as the additional amount that the Company expects to pay as a result of the unused entitlement that has accumulated at the balance sheet date. Long term compensated absences is accrued based on actuarial valuation at the balance sheet date carried out by an independent actuary.

11. Foreign currency transactions Initial Recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of transaction.

Conversion

Foreign currency monetary items are reported using the closing rate. Non-monetary items which are carried in terms of historical cost denominated in a foreign currency are reported using the exchange rate at the date of the transaction; and non-monetary items which are carried at fair value or other similar valuation denominated in a foreign currency are reported using the exchange rates that existed when the values were determined.

Exchange Differences

Exchange differences arising on the settlement of monetary items at rates difference from those at which they were initially recorded during the year, or reported in previous financial expenses in the year in which they arise.

Exchange Contracts not intended for trading or speculation purposes

The premium or discount arising at the inception of forward exchange contracts is amortized as expense or income over the life of the contract. Exchange differences on such contracts are recognized in the statement of profit and loss in the year in which the exchange rates change. Any profit or loss arising on cancellation or renewal of forward exchange contract is recognized as income or as expense for the year.

Translation of foreign branch

The financial statements of an integral foreign operation are translated as if the transactions of the foreign operation have been those of the company itself.

12. Income Tax

Provision for Income Tax, comprising current tax and deferred tax, is made on the basis of the results of the year.

In Accordance with Accounting Standard 22 Accounting for Taxes on Income, issued by the Institute of Chartered Accountants of India, the deferred tax for timing differences between the book and the tax profits for the year is accounted for using the tax rates and laws that have been enacted or substantively enacted as of the balance sheet date.

Deferred tax assets arising from temporary timing differences are recognized to the extent there is a reasonable certainty that the assets can be realized in the future.

13. Earnings per share

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the year.

14. Cash flow statement

Cash flows are reported taking the indirect method, wherein net profit before tax is adjusted for the transactions of non-cash nature and others or other accruals of past or future receipts and / or payments. The cash flows from regular revenue generating, investing and financing activities of the company are segregated.

15. Segment Reporting

The accounting policies adopted for segment reporting are in line with the accounting policies of the Company. Segment Revenue, Segment Expenses, Segment Assets and Segment Liabilities have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable to segments on reasonable basis, have been included under “Unallocated Revenue / Expenses / Assets / Liabilities”.

16. Provisions and Contingencies

A provision is recognized when the Company has a present obligation as a result of a past event and it is probable that an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognized but are disclosed in the notes to the financial statements unless the possibility of an outflow of resources embodying economic benefit is remote. A contingent asset is neither recognized nor disclosed.

34

a Share Capital ( For each class of capital ) Authorised 15000000 Equity Shares of Rs. 10/- each 150.00 1,500.00 150.00 1,500.00 1,500.00 1,500.00 Issued, Subscribed and Paid up 1,12,45,205 Equity Shares of Rs.10/- each, fully paid 112.45 1,124.52 112.45 1,124.52 Total Equity Share capital 1,124.52 1,124.52 b A Reconciliation of the Number of Shares Number of Shares Number of Shares Outstanding at the Beginning and at the end of the Reporting Period:

Equity Shares of Rs. 10Each, Fully paid up: At the Beginning 112.45 112.45

Issued During the year - Cash Issue - -

Forfeited / Bought Back During the Year - -

At the End 112.45 112.45

c Details of Shareholder Holding more than 5% Shares of the Company: Equity Shares of Rs. 10 each Held By No of Shares Percentage No of Shares Percentage

Srinivas N - - - 821,953 7.30% Sridhar N - - - 762,152 6.78% Parvata Vardhani N - 571,444 5.08% 854,600 7.60% Gayatri N - 626,109 5.57% 776,109 6.90% IDBI Bank Ltd - 1,041,790 9.26% - - Beaver Engineering and Holdings Pvt.Ltd. 2,061,482 18.33% - -


NOTE NUMBERS TO BALANCE SHEET NOTE NO. 3 : SHARE CAPITAL

Particulars Rs in Lacs Rs in Lacs

As at 31st - Mar-2015 As at 31st - Mar-2014

No.of Shares No.of Shares

S.NO.

Note1 :1491209 fully paid up shares which were pledged with IDBI Bank Ltd. against Term Loans and Working Capital Loans, have been transferred in the name of IDBI Bank and out of the same, 449419 fully paid up shares have been sold by IDBI to recover the overdue amount due to Bank.

% of Share Holding

I RESERVES AND SURPLUS

a) Capital reserve As at the commencement of the year 84.03 84.03 Add: Additions during the year (forfeiture of share application money) - - 84.03 84.03 b) Securities Premium Reserve As at the commencement of the year 1,521.88 1,521.88 Add: Additions during the year - - 1,521.88 1,521.88 c) General Reserves As at the commencement of the year 37.40 37.40

37.40 37.40 d) Surplus Opening Balance - Profit and Loss Account 4,134.83 4,045.24 Add: Transfer from Profit & Loss Account 146.76 89.59 Amount available for appropriation 4,281.59 4,134.83 Less: Appropriation

Adjustment on account of revision in Useful life of Fixed Assets [refer Note 12(I)] 14.69 -

Closing Balance 4,266.90 4,134.83

Total Reserves and Surplus 5,910.21 5,778.14

NOTE NO.4 : RESERVES AND SURPLUS

Particulars

As at 31st-Mar-2015

As at 31st-Mar-2014

Rs in Lacs Rs in LacsS.NO.

35


I Long Term Borrowings a) Term Loans: From Banks: Secured - Refer Note No. 5(i) 37.50 187.50 From Other Parties: Secured - Refer Note No. 5(ii) 180.00 180.00 Interest accrued and due on above 54.89 25.32 b) Loans and Advances From Related Parties Un Secured: - Refer Note No. 5(iii) 443.71 285.96 c) Loans and Advances From others 161.49 151.48

Notes :

Note No.5(i): The term loan was taken from IDBI Bank Ltd which was secured by first charge on Fixed Assets of the Company and Second Charge on all current assets of the Company, Mortgage of land belongs to Mrs. N. Parvata Vardhani which is situated at Yadaram Village, Medchal and pledge of shares belonging to promoter Director in favour of IDBI Bank Ltd, Branch Hyderabad and it is further secured by personal guarantee of Promoter Director.

Note No.5(ii): The Loan was taken from Merlin Holdings Limited which was secured by pledge of share belonging to promoter Directors.

Note No5(iii) : The unsecured loan is taken from the shareholders of the company & others

Total Long Term Borrowings 877.59 830.26

NOTE NO.5 : LONG TERM BORROWINGS

ParticularsAs at

31st-Mar-2015As at

31st-Mar-2014S.NO.


I Opening Deferred tax Liability 141.83 53.76

Add: Deferred Tax Liability for the Year 181.71 89.09

Less: Deferred Tax Assets on Expenditure

disallowed u/s 40A(7) of Income Tax Act 3.37 1.02

Less: Deferred Tax Assets on Depreciation Loss - -

Deferred Tax Liability/ (Asset ) - Net 320.17 141.83

NOTE NO.6 : DEFERRED TAX LIABILITY ( NET )

Particulars

As at 31st-Mar2015

As at 31st-Mar2014


S.NO.

1 Security Deposit (received from Vendor) 27.64 27.64

27.64 27.64

NOTE NO.7 : LONG TERM LIABILITIES.

Particulars

As at 31st-Mar2015

As at 31st-Mar2014

Rs in Lac Rs in Lac

S.NO.

36

I Short Term Borrowings

a) Loans Repayable on Demand:

From Banks

Secured Refer Note No. 8(i) & (ii) 2,411.72 2,199.93

Notes :

Note No.8 (i) : The Working capital loan was taken from IDBI Bank Ltd which was secured by first charge on All current assets of the Company and Second charge on all fixed Assets of the Company, Mortgage of land belongs to Mrs. N. Parvata Vardhani which is situated at Yadaram Village, Medchal and pledge of shares belonging to promoter Director in favour of IDBI Bank Ltd, Branch Hyderabad and it is further secured by personal guarantee of Promoter Director.

Note No.8 (ii) : IDBI Bank has sanctioned the Working Capital limits of Rs.22 Crores. As on 31.3.2015, the limit is overdrawn. The renewal is under process

Total short term borrowings 2,411.72 2,199.93


NOTE NO.8 : SHORT TERM BORROWINGS.

ParticularsAs at 31st-Mar

2015As at 31st-Mar

2014

Rs in Lac Rs in Lac

S.NO.

I a) Trade Payables

Micro, Small, Medium Enterprises - -

Others 647.63 458.18

Note: Based on the Information available with the Company there are no suppliers who are registered as Micro, Small & Medium Enterprises under the Micro Small Medium Enterprises Development Act 2006, as at 31st March 2014 or as at the end of previous year Enterprises Development Act 2006, as at 31st March 2014 or as at the end of previous year Therefore the question of liability towards interest in terms of section 16 of Micro, Small & Medium Enterprise development act 2006 does not arise.

Total Trade Payables 647.63 458.18

NOTE NO. 9 : TRADE PAYABLES


2015As at 31st-Mar

2014


S.NO.

I Term loan payable with in 12 months - due to IDBI Bank Ltd. 75.00 - II Statutory Liabilities Provision for Income Tax 162.37 77.37 Service Tax Payable 53.63 45.14 TDS Payable 172.17 139.43 ESI Payable 3.84 2.01 PF Payable 31.20 16.96 PT Payable 1.66 1.01 VAT & CST payable 3.13 2.91 III Other Provisions Gratuity payable 21.90 11.50 Provision for Dividend 2.40 5.52 Interest Payable & Interest Accrued 110.02 89.06 Other Provisions 11.22 11.22 Total Other Current Liabilities 648.54 402.13

NOTE NO. 10 : OTHER CURRENT LIABILITIES


2015As at 31st-Mar

2014


S.NO.

I Mat Payable (Net off advance tax current year Rs. 6.63 lacs ) 127.04 21.13

Total Short Term Provisions 127.04 21.13

NOTE NO.11 : SHORT TERM PROVISIONS

ParticularsAs at 31st-Mar 2015 As at 31st-Mar 2014


37


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38

I Long - Term Loans and Advances:

a) Security Deposit

Secured Refer Note 14(i) 60.96 60.07

b) Loans and Advances to Related Parties Refer Note 14 (ii)

Unsecured (advance to Sankhya US (wos) 540.51 540.51

Total Long term loans & advances (net) 601.47 600.58

Note No 14(i): EMD is provided for the various projects, and fixed deposit

were kept with Central Excise, Electricity Department and for Rent.

Note No 14 (ii): These advances are pending since 31/03/2010. The

Management is of the view that these advances are in connection

execution of a signed contract fully recoverable in cash or in kind for value

to be received in due course as operations would be commenced fully in

near future.

I Non- Current Investments

1) Investment in Subsidiaries

a) Equity Shares (Unquoted)

-Sankhya Sarl, France and 100% of holding 1.73 1.73

-Sankhya US Corporation, US and 100% of holding 46.72 46.72

-Mahasena Info Technologies (India) Pvt Ltd,

and 100% of holding 10.00 10.00

Total Non - Current Assets ( Net ) 58.45 58.45

Note: Investments are valued at Cost less provision for

diminution of temporary nature)


NOTE NO. 14 : LONG TERM LOANS AND ADVANCES

ParticularsS.NO.

NOTE NO. 13 : NON- CURRENT INVESTMENTS

Particulars

As at 31st-Mar2015

As at 31st-Mar2015

As at 31st-Mar2014

As at 31st-Mar2014

Rs in Lacs

Rs in Lacs

Rs in Lacs

Rs in Lacs

S.NO.

S.No.

* Sankhya is a Software Products and associated Services Company focused to the training and simulation technology. The company has several in-house developed Software IPR that are 100% owned by the company. All the products are currently in sales with contracts covering over 9 years. No software product has ever been scrapped or declared impaired. It is evident from the table below that the software products have generated nearly 120% revenue as on 31st March 2015 and with signed contracts that are in the process of execution these assets are expected to generate around 412% ROI.

Net Block Net Sales Order Book

1 Knowledge Based Content 15.42 14.29 9

2 Learning Management System 4.42 16.96 20

3 Optimization Product 3.17 5.21 0

4 Online Examination System 3.56 0.78 25

5 Simulator Products 7.98 11.9 20

6 Training Management System 9.44 7.19 40

7 Advanced Simulation Lab Products 3.37 0 25

TOTAL 47.36 56.33 139

PRODUCTIVITY OF INTANGIBLE ASSETS

FYE 2015 (Rs.in crores)

Product

39

I Short -Term Loans and Advances:

a) Other Loans and Advances (Unsecured)

Advance for Expenditure 25.62 26.97

Advance to Joint Venture Project 17.69 16.59

Total short term loans & advances ( net ) 43.31 43.56

1 Unbilled Revenue (Refer Note below) 429.00 573.94

2 Advance Taxes (Net off provision current year Rs.6.63 lacs) - -

3 Other Current Assets - 0.64

4 Interest Accrued 1.92 2.26

5 Vat (Refund) 0.76 0.76

Total Other Current Assets 431.68 577.60

Unbilled Revenue as at 31st March 2015 includes amount Rs.429 Lac

relating to Contract which has not been billed since 30.03.2012. The

Management is of the view that the contract is entirely billable. The

Company is in constant engagement with the client to get the work certified

and bill the same.

I a) Cash and Cash Equivalents :

1) Balances with Banks in Current Accounts in India 4.36 1.25

2) Balances with Banks in Current Accounts outside India 27.34 8.07

3) Cash on Hand 0.16 0.01

Other Bank Balances

1) Un Paid Dividend Account 2.48 5.52

Total Cash and Cash Equivalents 34.34 14.85


NOTE NO. 16 : CASH AND CASH EQUIVALENTS

NOTE NO. 17 : SHORT TERM LOANS AND ADVANCES

Particulars

Particulars

S.NO.

S.NO.

NOTE NO.18 : OTHER CURRENT ASSETS

ParticularsS.NO.

As at 31st-Mar2015

As at 31st-Mar2015

As at 31st-Mar2015

As at 31st-Mar2014

As at 31st-Mar2014

As at 31st-Mar2014

Rs in Lacs

Rs in Lacs

Rs in Lacs

Rs in Lacs

Rs in Lacs

Rs in Lacs

I Outstanding for a Period of less than 6 months

Unsecured, Considered Good 5,451.70 4,080.76

Outstanding for a Period of more than 6 months

Unsecured, Considered Good 21.70 10.11

Total Trade Receivables 5,473.40 4,090.87

NOTE NO. 15 : TRADE RECEIVABLES

ParticularsS.NO.

As at 31st-Mar2015

As at 31st-Mar2014


40

I (a) Salaries & Wages 10,632.79 8,612.72

(b) Contribution to Provident & Other Funds 19.10 10.40

(c) Staff Welfare Expenses 0.54 1.12

Total Employee Benefit Expenses 10,652.43 8,624.24


I Revenue from operations in respect of non-finance company

(a)Income from Services

Domestic Income 297.83 481.01

Export Income 17,899.72 13,400.36

Total Revenue From Operations 18,197.55 13,881.37

NOTE NUMBERS TO STATEMENT OF PROFIT & LOSS NOTE NO. 19 : REVENUE FROM OPERATIONS

Particulars

For the Year Ending 31st

Mar 2015


Mar 2014


S. No.

I (a) Interest Income 0.90 1.96

(b) Net gain on foreign currency translation and transaction - 644.40

(c) Misc Income - 0.20

Total Other Income 0.90 646.56

NOTE NO. 20 : OTHER INCOME

Particulars


Mar 2015


Mar 2014


S.No.

NOTE NO. 21 : EMPLOYEE BENEFIT EXPENSES

Particulars


Mar 2015


Mar 2014


S. No.

As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee Benefits as defined in the Accounting Standard are given below:

Defined Contribution Plans:

PROVIDENT FUND

The provident fund is operated by the Regional Provident Fund Commissioner. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income tax authorities. The Company has recognized the following amounts in the Profit and Loss Account for the year:

ParticularsYear ended Year ended

31.03.2015 31.03.2014

Contribution to Provident Fund 5.37 4.93

Defined Benefit Plans :

a. Gratuity 21.9 11.5

b. Leave Encashment 0 0

Gratuity is payable to employees as per Payment of Gratuity Act. Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on separation as per the company’s policy. The company has funded the Gratuity liability with Group Gratuity Scheme of Life Insurance Corporation of india Ltd.

(Rs. in lacs)

41

Valuations in respect of Gratuity have been carried out by independent actuary, as at the Balance Sheet date, based on the following assumptions:

GRATUITY

Year ended Year ended 31.03.2015 31.03.2014

Discount Rate per annum (Compound) 8.00% NA

Rate of increase in Salaries 4.00% NA

Expected Rate of Return on Plan Assets 9.00% NA

Expected Average remaining working lives of employees in no. of years 29.52 years NA

Summary of Key Information - Gratuity

I Changes in Defined Benefit Obligation:

Year ended Year ended

31.03.2015 31.03.2014

Present Value of obligation 01.04.2014 7.05 NA

Interest Cost 0.56 NA

Current Service Cost 1.43 NA

Actuarial (Gain) / Loss 20.26 NA

Benefits paid -6.12 NA

Present Value of obligation as at 31.3.2015 23.19 NA

ii. Changes in Fair Value of Plan Assets:


Fair Value of Plan Assets as at 1.4.2014 7.05 NA

Adjustment in opening balance 0 NA

Expected Return on Plan Assets 0.35 NA

Employer Contribution 0 NA

Actuarial Gain/(Loss) 0 NA

Benefits Paid -6.12 NA



Particulars

Particulars

Particulars

iii. Reconciliation of the Present value of defined Present Obligations and the Fair Value of Assets:


31.03.2015 31.03.2014

Present Value of obligations as at 31.3.2015 23.19 NA

Fair Value of Plan Assets as at 31.3.2015 -1.29 NA

Present Value of unfunded obligation as at 31.3.2015 21.90 NA

Unfunded Net Liability recognized in Balance Sheet 21.90 NA

iv. Expenses recognized in Profit and Loss Account:


31.03.2015 31.03.2014

Current Service Cost 1.43 0

Interest Cost 0.56 0

Net Actuarial (Gain) / Loss 20.26 0

Expected Return on Plan Assets -0.35 0

Others - -

Total Expenses recognized in Profit and Loss A/c 21.90 11.5

Expected Employer contribution for next year 21.90 0

Note: Gratuity provision for the last year ended 31.03.2014 was made on ad hoc basis.

Particulars

Particulars

42


I (a) Computer Hardware & Accessories 17.22 85.39

(b) Technical Assistance 126.89 148.93

(c) Simulation Software Services 157.98 340.08

(d) Power & Fuel 39.71 37.72

(e) Rent 105.09 107.13

(f) Computer Repairs & Maintenance 190.57 188.39

(g) Insurance 43.83 47.42

(h) legal fee 4.64 36.75

(i) Rates & Taxes 314.43 127.13

(j)Miscellaneous Expenditure 20.13 37.86

Total Other Expenses 1,020.49 1,156.80

NOTE NO. 22 : OTHER OPERATING EXPENSES

Particulars

For the Year Ended 31st Mar 2015



S. No.

I (a) Telephone, Postage and Others 62.44 51.80

(b) Business Promotion Expenses 631.79 424.35

(c) Conveyance 336.78 359.47

(d) Office Maintenance 49.70 53.06

(e) Printing & Stationery Expenses 75.88 84.45

(f) Managerial Remuneration 72.00 72.00

(g) Professional Charges 1,833.79 950.00

(h) Director Sitting Fee 0.40 0.70

(i) Payment to Auditors:

(i) As Audit fee 4.00 3.00

(ii ) As Tax audit fee 1.50 1.00

(iii) For Reimbursement of expenses 0.24 0.22

(iv) Branch Audit fee 5.07 2.29

Total Administrative Expenses 3,073.59 2,002.34

NOTE NO. 23 : ADMINISTRATIVE EXPENSES

Particulars




S. No.

I (a) Interest Expenses :

- Interest on Cash Credit 373.33 313.42

- Interest on Term Loan 21.36 37.70

- Interest on Unsecured Loan 58.18 49.23

- Loan processing Charges - 14.20

- Bank charges 23.64 43.74

Total Finance Cost 476.51 458.29

NOTE NO. 24 : FINANCE COST

Particulars




S. No.

43

I (a) Staff Recruitment & Training Expenditure 86.72 98.48

(b) Advertisement 18.96 36.56

(c) Communication charges 83.62 76.41

(d) AGM expenses 0.24 0.19

(e) Books & Periodicals 3.58 5.65

(f) Membership & Subscriptions 5.75 6.19

(g)Annual maintenance & Other expenses 19.86 81.48

(h) Travel Expenditure 338.44 248.33

(i) Research & Development Expenses (Refer Note Below) 833.73 816.97

(j)Bad Debts written off - 218.58

(k) Net loss on Foreign exchange fluctuation 546.13 -

Refer Note No: 26.8 for Expenditure in Foreign Currency

Total Other expenses 1,937.03 1,588.84


NOTE NO.25 : OTHER EXPENSES

Particulars




S. No.

NOTE NO. 26-OTHER NOTES YEAR 2014-15st st� � � As at 31 As at 31

� � � March, 2015� March, 2014

1.� Estimated amount of contract remaining to be � executed on capital account -not provided for� Nil� Nil

2. � Contingent liability not provided for in respect of :

� (a) Claims not acknowledged as debts :� �� (i) Income Tax Nil 90.39

� � (ii) Others� 11.80� 11.80

3. Research and Development - The Company has in – House Research & Development Center involved in developmental activities for new products in the fields of Simulation and Training. Details of Capital & Revenue Expenditure incurred are as detailed below.

(Rs. in lacs)

Expenditure 2014-15 2013-14

Employee Cost 815.81 799.87

Rent 10.48 9.97

Electricity 7.44 7.14

Total 833.73 816.98

4. Segment Information as per Accounting Standard (AS)-17The Company has identified two types of reporting segments at standalone level viz., Business Segment and Geographical Segments. Business Segments identified as Software Services & Software Products and Geographical segments identified as Domestic and Overseas. Segments have been identified and reported taking into account nature of products and services the differing risks, returns and the internal business reporting systems. Accounting policies adopted for segment reporting are in line with Accounting Policy of the company and are in accordance with the AS-17.

44


BUSINESS SEGMENT

S.No. Particulars Software Services Software Products Total

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14

1 REVENUE

External Turnover 18,114.83 13,880.63 82.72 0.74 18,197.55 13,881.37

Inter Segment Turnover NIL NIL NIL NIL NIL NIL

TOTAL REVENUE 18,114.83 13,880.63 82.72 0.74 18,197.55 13,881.37

2 RESULTS

Operating profit 1514.00 509.15 NIL NIL 1514.00 509.15

Interest Expenses 476.51 458.29 NIL NIL 476.51 458.29

Interest Income 0.90 1.96 NIL NIL 0.90 1.96

3 Profit Before Tax 527.65 226.21 NIL NIL 527.65 226.21

Current Tax 112.55 48.54 NIL NIL 112.55 48.54

Deferred Tax 178.34 88.07 NIL NIL 178.34 88.07

other provision 90.00 NIL NIL NIL 90.00 NIL

Profit After Tax 146.76 89.59 NIL NIL 146.76 89.59

OTHER INFO

4 Segment Assets NIL NIL NIL NIL NIL NIL

Unallocated Corporate Assets NIL NIL NIL NIL 4,756.52 4,901.95

Total Assets NIL NIL NIL NIL 4,756.52 4,901.95

5 Segment Liabilities NIL NIL NIL NIL NIL NIL

Unallocated Corporate Liabilities NIL NIL NIL NIL 5,060.33 4,081.10

Total Liabilities NIL NIL NIL NIL 5,060.33 4,081.10

6 Capital Employed NIL NIL NIL NIL 8,260.13 7,902.38

7 Capital Expenditure-Net NIL NIL NIL NIL 5,452.42 5,597.85

8 Depreciation NIL NIL NIL NIL 510.75 471.21

9 Non Cash Exp. Other than NIL NIL NIL NIL NIL NIL Depreciation

Capital employed as also assets and liabilities of the company are not capable of being stated separately segment-wise since all the assets and liabilities are held under composite undertaking for both the geographic segments.

Export Domestic Total

France UAE Indian

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14 2014-15 2013-14

9998.39 7688.49 7901.33 5711.87 297.83 481.01 18197.55 13881.37SegmentRevenue

Geographical Segment

5. Related Party Disclosure as per Accounting Standard (AS-18) : Name of the related parties and description of relationships :Subsidiaries i) Sankhya SARL, France ii) Sankhya US Corporation iii) Mahasena Info Technologies (India) Pvt. Limited

Joint Venture Harvest Holding Partners LLC, Dubai

Key Management Personnel i) Mr. N. Sridhar – Chairman & Managing Director (CMD) ii) Mr. N. Srinivas – Vice Chairman (VC) Relatives of Key Management Personneli) Mr. N. Ramakrishna Rao - Father of CMDii) Mrs. N. Gayatri - Wife of CMDiii) Mrs. Indira Ramani - Wife of VCiv) Mrs. N. Parvata Vardhani - Mother of CMD

45

Sales 2014-15 0.00 0.00

2013-14 0.00 0.00

Remuneration 2014-15 72.00 72.00

2013-14 72.00 72.00

Advances 2014-15 1.10 1.10

given 2013-14 16.59 16.59

Unsecured 2014-15 0 204.84 204.84

Loans taken 2013-14 60.00 60.00

Unsecured 2014-15 2.20 44.89 47.09

Loans Repaid 2013-14 0 31.54 31.54

Year End 31.3.2015 1.73 587.23 10.00 17.69 616.65

Balances-Assets 31.3.2014 1.73 587.23 10.33 16.59 615.88

Year End 31.3.2015 1.56 57.80 385.92 445.28

Balances-Liabilities 31.3.2014 1.56 60.00 225.96 287.52

For the year ended 31.03.2015 For the year ended 31.03.2014

Profit available for equity shareholders (A) 146.76 89.59

Weighted average number of equity shares (B) 112.45 112.45

Nominal value of equity share 10 10

Earnings per share – Basic / Diluted (A/B) 1.31 0.80


Nature of

transactionPeriod

Subsidiaries

SankhyaSARL

SankhyaUS

Corporation

Mahasena Info

Technologies (India)

Pvt Limited

JointVenture

Key Management

Personnel

Relatives to Key

Management Personnel

Total

6. Earnings per Share (EPS) As per Accounting Standard (AS)-20:

Particulars

7. Expenditure incurred in Foreign Currency

S. No Nature of Expenditure Amount

1 Employee Benefit Expenses 10561.67

2 Other Operating Expenses 1703.12

3 Administrative Expenses 2905.55

4 Other Expenses 521.10

5 Bank Charges 23.16

Total 15714.60

8. Overseas Transactions

Overseas banking operations of the company for all the customers in France and customer contracts of UAE signed prior to 2006 are operated at BNP Paribas Toulouse and are administered by Mr. Christian REY, and Supported by Mr. Sebastian VIGREUX, Administrative Accountant.

9. Unclaimed Dividend

The Company has an amount of Rs.2.48 Lacs representing unclaimed Dividend. The details are as mentioned below:

S. No. Financial Interim Date of Rate of Dividend Dividend Amount year / Final declaration dividend amount distribution remaining unclaimed Excluding Tax Tax as on 31.03.2015

1 2007-08 Final 29-12-2008 12% 102.00 17.33 2.48

10. Pursuant to an alignment with the requirement of the Companies Act, 2013, the Company has charged off the depreciation on account of revaluation as an expense to the profit and loss account. Accordingly, the profit for the year ended 31st March 2015 is lower by Rs.11.08 Lac.

11. Corporate Social Responsibility (CSR) as per New Companies Act, 2013 – The provisions of Section 135 of the Companies Act, 2013 relating to CSR is not applicable to the company. Accordingly, there is no expenditure under CSR.

12. Regrouping & Rounding off The previous year’s figures have been reclassified and regrouped, wherever necessary to confirm the Current Year classification and to

confirm to the relevant laws. Paisa has been rounded off to the nearest rupee.





46


I Registration Details

Registration No: 01-45306

State Code 01

Balance Sheet Date: 31st March 2015

II Capital Raised During the Year [Amount in Rs]

Public Issue Nil

Preferential Issue Nil

Rights Issue Nil

Bonus Issue Nil

Private Placement Nil

Rights Issue Nil

Bonus Issue Nil

Private Placement Nil

III Position of Modification and deployment of Funds

Total Assets 12,095.06

Total Liabilities 12,095.06

Sources of Funds

Paid Up Capital 1,124.52

Share application Money NIL

Secured Loans 2,629.22

Reserves & Surplus 5,910.21

Application of Funds

Net Fixed Assets 4,756.52

Miscellaneous Expenditure Nil

IV Performance of the Company

Turnover 18,198.45

Profit / Loss Before Tax 146.76

Earnings per share in Rs ( Annualized) 1.31

Dividend Nil

V Generic Name of the Three Principal Products / Services of the Company (As per monetary terms) Item Code (ITC Code)

As Per Our Report Of Even DateFor TR. Chadha & Co.,

The accompanying Notes are an integral part of the Financial Statements

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE.


Place : Hyderabad Date : 26.05.2015

(Rs. in Lacs)

For and on behalf of the Board ofM/s. Sankhya Infotech ltd.

47


INDEPENDENT AUDITOR'S REPORT The Members of Sankhya Infotech Limited

Report on the Consolidated Financial Statements :

We have audited the accompanying consolidated financial statements of Sankhya Infotech Limited ("the Company"), and its subsidiaries (collectively referred to as "Group"), which comprise the Consolidated Balance Sheet as at March 31, 2015, the Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Consolidated Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with respect to the preparation and presentation of these Consolidated Financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error..

Auditor's Responsibility

Our responsibility is to express an opinion on these Consolidated Financial Statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall

presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

(a) in the case of the Consolidated Balance Sheet, of the state of affairs of the Group as at March 31, 2015;

(b) in the case of the Consolidated Statement of Profit and Loss, of the profit for the year ended on that date; and

(c) in the case of the Consolidated Cash Flow Statement, of the cash flows for the year ended on that date.

Emphasis of Matters

Further, as per Note No.14 (ii) to the financial statements which states that the Sankhya US Corporation has given advances of Rs.344.12 Lac to Mr Stuart Taylor in United States of America and the same is pending since 31.3.2010. The Management is of the view that these advances are in connection execution of a signed contract fully recoverable in cash or in kind for value to be received in due course as operations would be commenced fully in near future.

In our opinion, the matters described above, in our opinion, may have an adverse effect on the Consolidated Financials of the Group.

Note No.18 (i) to the Consolidated Financial statements which states the Company has reported Unbilled Revenue of Rs.429 Lac However, the same is pending for billing since

31.3.2012. The Management is of the view that the Unbilled Revenue is entirely billable and management is in constant engagement with the Client to get the work certified and

billed the same.


Other Matters

We have relied on the unaudited financial statements of below mentioned foreign subsidiaries which reflect total revenue amounting to Rs. Nil and total assets amounting to Rs.343.33 lakhs for the year ended on that date. As informed, these unaudited financial statements have been approved by the respective Board of Directors of those Companies. Our Report so far as it relates to the amounts included in Consolidated Financial Statements in respect of these subsidiaries, is based solely on such approved unaudited Financials.

1 Sankhya US Corporation USA Wholly owned Foreign Subsidiary

2 Sankhya Sarl France France Wholly owned Foreign Subsidiary

In respect of one subsidiary incorporated in India, which have been included in the Consolidated Financial Statements, CARO 2015 is not applicable. Hence, separate report on CARO 2015 for the Consolidated Financial Statements is not given.

Date : 25.05.2015Place : Hyderabad

For T.R Chadha & Co. Chartered Accountants

Firm Regn. No: 006711N

Pravin Kumar Jabade(Partner)

Membership Number: 107196

48

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(a) Share Capital 3 1,124.52 1,124.52

(b) Reserves and Surplus 4 5,663.65 5,518.52

(2) Non-Current Liabilities

(a) Long-term Borrowings 5 877.57 784.26

(b) Deferred Tax Liabilities (Net) 6 320.17 141.26

(c ) Long term provisions 7 27.64 27.64

(3) Current Liabilities

(a) Short-Term Borrowings 8 2,411.72 2,199.93

(b) Trade Payables 9 647.79 504.58

(c) Other Current Liabilities 10 649.74 403.20

(d) Short -Term Provisions 11 126.90 20.82

Total 11,849.70 10,724.73

II. Assets

(1) Non-Current Assets

(a) Fixed Assets

(i) Tangible Assets 12 18.14 53.48

(ii) Intangible Assets 12 4,738.37 4,848.47

(iii) Capital Work-in-Progress 12 695.90 695.90

(b) Non-Current Investments 13 - -

(c) Long Term Loans and Advances 14 60.96 60.07

(2) Current Assets

(a) Trade Receivables 15 5,473.40 4,090.87

(b) Cash and Cash Equivalents 16 36.96 17.42

(c) Short-Term Loans and Advances 17 394.09 380.74

(d) Other Current Assets 18 431.88 577.78

Total 11,849.70 10,724.73

Company Information 1


Additional Notes forming part of Financial Statement 26



Consolidated Balance Sheet as at 31st March, 2015

Particulars Note NoAs at 31st-Mar-2015 As at 31st-Mar-2014


Notes referred to above form an Integral part of the Balance Sheet and should be read in conjunction therewith





49

I. Revenue From Operations 19 18,197.55 13,881.37

II. Other Income 20 0.91 647.45

Total Revenue (I +II) 18,198.46 14,528.82

III. Expenses:

Employee Benefit Expense 21 10,652.43 8,624.24

Other Operating Expenses 22 1,021.21 1,155.90

Administrative Expenses 23 3,073.59 2,005.12

Finance Costs 24 476.51 458.29

Depreciation and Amortization Expense 12 510.75 471.21

Other Expenses 25 1,937.04 1,588.84

Total Expenses (III) 17,671.53 14,303.60

IV. Profit Before Exceptional and

Extraordinary Items and Tax (I+II-III) 526.93 225.22

V. Extraordinary Items - -

VI. Profit before tax (IV-V) 526.93 225.22

VII. Tax expense:

(1) Current tax 112.41 48.34

(2) Deferred tax 178.34 88.07

(3) Previous years tax provision 90.00

VIII. Profit/(Loss) for the period (VI-VII) 146.18 88.81

IX. Earning per equity share:

Basic and Diluted Earnings per Share (Rs.) 1.30 0.79


Additional Notes forming part of Financial Statement



Consolidated Profit and Loss statement for the year ended 31st March, 2015

ParticularsNoteNo


Mar 2015


Mar 2014


Notes referred to above form an Integral part of the Statement of Profit and Loss and should be read in conjunction therewith





50


SANKHYA INFOTECH LIMITED

#405, NSIC BUSINESS PARK, ECIL POST HYDERABAD -500062 INDIA

Consolidated Cash Flow Statement for the Year Ended 31.03.2015

Particulars As at 31-03-2015 As at 31.03.2014

A. CASH FROM OPERATING ACTIVITIES

Net Profit/(Loss) Before Tax 526.93 225.22

Adjustment for:

Depreciation 510.75 471.21

Interest Expenses 476.51 458.29

Operating Profit Before Working Capital Changes 1,514.19 1,154.72

Adjustment for:

Decrease/(Increase) in Trade Receivables (1,382.53) (110.61)

Decrease/(Increase) in Short Term Loans & Advances (13.35) (39.94)

Decrease/ (Increase) in Other Current Assets 146.10 175.53

Increase/(Decrease) in Short term Borrowings 211.79 38.71

Increase/(Decrease) in Trade Payables 189.26 206.38

Increase/(Decrease) in Other Current Liabilities 246.41 89.95

Increase/(Decrease in Long term provision - -

Decrease/(Increase) in Long Term Loans & Advances (0.89) 4.01

Net off of Tax (95.90) (25.54)

Net Cash Flow from Operating Activities A 815.08 1,493.20

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets (380.00) (939.60)

Increase in Capital Work in process - -

(Increase) / Decrease in Investments - -

Net Cash from/(Used) in Investing Activities B (380.00) (939.60)

C. CASH FLOW FROM FINANCING ACTIVITIES

Increase in Equity Share Capital - -

Increase/(Decrease) in Long term borrowings 47.33 (103.81)

Increase/(Decrease) in Capital Reserve/Fluctuation Reserve 13.64 1.33

Increase/(Decrease) in Share Warrants Application Money - -

Increase/(Decrease) in equity share premium - -

Interest Paid (476.51) (458.29)

Net Cash from/(Used) in Financing Activities C (415.54) (560.77)

Net increase in Cash and Cash Equivalents ( A+B+C ) 19.54 (7.16)

Opening Cash and Cash Equivalents 17.42 24.58

Closing Cash and Cash Equivalents 36.96 17.42

(Rs in Lacs)





51


Note No 1 – Company Information

Sankhya is a leading software products and services company serving the rapidly growing niche markets of Training, Education, Modeling and Simulation. The company has developed several Software products targeted in the area of Education, Training and Learning and owns 100% of the “Intellectual Property” in them. The company’s services include software services around the products, development of Simulation software for specific customer needs, courseware, besides providing consulting support to customers. The company has established operations in France and UAE. The company has diverse clients from across several continents, and is a well-established name in the field of education and training.

Note No. 2

Significant Accounting Policies

1. Basis of preparation of financial statements

These consolidated financial statements have been prepared in accordance with the Generally Accepted Accounting Principles in India (Indian GAAP) including the Accounting Standard notified under the relevant provisions of the Companies Act, 2013.

2) Principles of Consolidated:

The financial statements of the subsidiary companies used in the consolidation are drawn up to the same reporting date as of the Company. The subsidiary companies considered in the consolidated financial statements are:-

Sl. Name of the Country of % of No. Company Incorporation holding

1 Sankhya US Corp U.S.A 100%

2 Sankhya SARL FRANCE 100%

3 Mahasena Info Technologies (India) Pvt Ltd INDIA 100%

The consolidated financial statements have been prepared on the following basis:

i) The financial statements of the Company and its subsidiary companies have been combined on a line-by-line basis by adding together like items of assets, liabilities, income and expenses. Inter-company balances and transactions and unrealized profits or losses have been fully eliminated.

ii) The consolidated financial statements include the share of profit / loss of associate companies, which are accounted under the ‘Equity method’ as per which the share of profit / loss of the associate company has been adjusted to the cost of investment. An associate is an enterprise in which the investor has significant influence and which is neither a subsidiary nor a joint venture

iii) The excess of the cost to the parent of its investments in a subsidiary over the parent’s portion of equity at the date, on which investment in the subsidiary is made, is recognized as ‘Goodwill (on consolidation)’. When the cost to the parent of its investment in a subsidiary is less than the parent’s portion of equity of the subsidiary at the date on which investment in the subsidiary is made, the difference is treated as ‘Capital Reserve (on consolidation)’ in the consolidated financial statements.

iv) Minority interest in the net assets of consolidated subsidiaries consists of the amount of equity attributable to the minority shareholders at the dates on which investments in the subsidiary companies are made and further movements in their share in the equity, subsequent to the dates of investments.

v) On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

3) Investments other than in Subsidiaries and associates have been accounted as per Accounting Standard (AS)-13 on “Accounting of Investments”

4) Other Significant Accounting Policies

These are set out under Significant Accounting Policies as given in the Company’s separate Financial Statements.

52

a Share Capital ( For each class of capital ) Authorised 15000000 Equity Shares of Rs. 10/- each 150.00 1,500.00 150.00 1,500.00 1,500.00 1,500.00 Issued, Subscribed and Paid up 1,12,45,205 Equity Shares of Rs.10/- each, fully paid 112.45 1,124.52 112.45 1,124.52 Total Equity Share capital 1,124.52 1,124.52 b A Reconciliation of the Number of Shares Number of Shares Number of Shares Outstanding at the Beginning and at the end of the Reporting Period:

Equity Shares of Rs.10Each, Fully paid up: At the Beginning 112.45 112.45

Issued During the year - Cash Issue - -

Forfeited / Bought Back During the Year - -

At the End 112.45 112.45

c Details of Shareholder Holding more than 5% Shares of the Company: Equity Shares of Rs. 10 each Held By No of Shares Percentage No of Shares Percentage

Srinivas N - - - 821,953 7.30% Sridhar N - - - 762,152 6.78% Parvata Vardhani N - 571,444 5.08% 854,600 7.60% Gayatri N - 626,109 5.57% 776,109 6.90% IDBI Bank Ltd - 1,041,790 9.26% - - Beaver Engineering and Holdings Pvt.Ltd. 2,061,482 18.33% - -


NOTE NUMBERS TO BALANCE SHEET NOTE NO. 3 : SHARE CAPITAL

Particulars Rs in Lacs Rs in Lacs

As at 31st - Mar-2015 As at 31st - Mar-2014

No.of Shares No.of Shares

S.NO.

Note1 :1491209 fully paid up shares which were pledged with IDBI Bank Ltd. against Term Loans and Working Capital Loans, have been transferred in the name of IDBI Bank and out of the same, 449419 fully paid up shares have been sold by IDBI to recover the overdue amount due to Bank.

% of Share Holding

I RESERVES AND SURPLUS

a) Capital reserve As at the commencement of the year 84.03 84.03 Add: Additions during the year (forfeiture of share application money) - - 84.03 84.03 b) Securities Premium Reserve As at the commencement of the year 1,521.88 1,521.88 Add: Additions during the year - - 1,521.88 1,521.88 c) General Reserves As at the commencement of the year 37.40 37.40

37.40 37.40 d) Surplus Opening Balance - Profit and Loss Account 3,873.88 4,045.24 Add: Transfer from Profit & Loss Account 146.18 89.59 Amount available for appropriation 4,020.06 4,134.83 Less: Appropriation

Adjustment on account of revision in Useful life of Fixed Assets [refer Note 12(I)] 14.69 -

Closing Balance 4,005.37 4,134.83

e) Foreign Exchange fluctuation reserve 14.97 1.33

Total Reserves and Surplus 5,663.65 5,518.52

NOTE NO.4 : RESERVES AND SURPLUS

Particulars

As at 31st-Mar-2015

As at 31st-Mar-2014


53


I Long Term Borrowings a) Term Loans: From Banks: Secured - Refer Note No. 5(i) 37.50 187.50 From Other Parties: Secured - Refer Note No. 5(ii) 180.00 180.00 Interest accrued and due on above 54.89 25.32 b) Loans and Advances From Related Parties Un Secured: - Refer Note No. 5(iii) 605.18 391.44

Notes :

Note No.5(i): The term loan was taken from IDBI Bank Ltd which was secured by first charge on Fixed Assets of the Company and Second Charge on all current assets of the Company, Mortgage of land belongs to Mrs. N. Parvata Vardhani which is situated at Yadaram Village, Medchal and pledge of shares belonging to promoter Director in favour of IDBI Bank Ltd, Branch Hyderabad and it is further secured by personal guarantee of Promoter Director.

Note No.5(ii): The Loan was taken from Merlin Holdings Limited which was secured by pledge of share belonging to promoter Directors.

Note No5(iii) : The unsecured loan is taken from the shareholders of the company & others

Total Long Term Borrowings 877.57 784.26

NOTE NO.5 : LONG TERM BORROWINGS

ParticularsAs at

31st-Mar-2015As at

31st-Mar-2014S.NO.


I Opening Deferred tax Liability 141.26 53.76

Add: Prior period adjustment 0.57 -

Add: Deferred Tax Liability for the Year 181.71 89.09

Less: Deferred Tax Assets on Expenditure

disallowed u/s 40A(7) of Income Tax Act 3.37 1.02

Less: Deferred Tax Assets on Depreciation Loss - -

Deferred Tax Liability/ (Asset ) - Net 320.17 141.26

NOTE NO.6 : DEFERRED TAX LIABILITY ( NET )

Particulars

As at 31st-Mar2015

As at 31st-Mar2014


S.NO.

1 Security Deposit (received from Vendor) 27.64 27.64

27.64 27.64

NOTE NO.7 : LONG TERM LIABILITIES.

Particulars

As at 31st-Mar2015

As at 31st-Mar2014

Rs in Lac Rs in Lac

S.NO.

54

I Short Term Borrowings

a) Loans Repayable on Demand:

From Banks

Secured Refer Note No. 8(i) & (ii) 2,411.72 2,199.93

Notes :

Note No.8 (i) : The Working capital loan was taken from IDBI Bank Ltd which was secured by first charge on All current assets of the Company and Second charge on all fixed Assets of the Company, Mortgage of land belongs to Mrs. N. Parvata Vardhani which is situated at Yadaram Village, Medchal and pledge of shares belonging to promoter Director in favour of IDBI Bank Ltd, Branch Hyderabad and it is further secured by personal guarantee of Promoter Director.

Note No.8 (ii) : IDBI Bank has sanctioned the Working Capital limits of Rs.22 Crores. As on 31.3.2015, the limit is overdrawn. The renewal is under process

Total short term borrowings 2,411.72 2,199.93


NOTE NO.8 : SHORT TERM BORROWINGS.


2015As at 31st-Mar

2014

Rs in Lac Rs in Lac

S.NO.

I a) Trade Payables

Micro, Small, Medium Enterprises - -

Others 647.79 504.58

Note: Based on the Information available with the Company there are no suppliers who are registered as Micro, Small & Medium Enterprises under the Micro Small Medium Enterprises Development Act 2006, as at 31st March 2014 or as at the end of previous year Enterprises Development Act 2006, as at 31st March 2014 or as at the end of previous year Therefore the question of liability towards interest in terms of section 16 of Micro, Small & Medium Enterprise development act 2006 does not arise.

Total Trade Payables 647.79 504.58

NOTE NO. 9 : TRADE PAYABLES


2015As at 31st-Mar

2014


S.NO.

I Term loan payable with in 12 months - due to IDBI Bank Ltd. 75.00 - II Statutory Liabilities Provision for Income Tax 162.37 77.37 Service Tax Payable 53.63 45.14 TDS Payable 172.17 139.43 ESI Payable 3.84 2.01 PF Payable 31.20 16.96 PT Payable 1.66 1.01 VAT & CST payable 3.13 2.91 III Other Provisions Gratuity payable 21.90 11.50 Provision for Dividend 2.40 5.52 Interest Payable & Interest Accrued 110.02 89.06 Other Provisions 12.42 12.29 Total Other Current Liabilities 649.74 403.20

NOTE NO. 10 : OTHER CURRENT LIABILITIES


2015As at 31st-Mar

2014


S.NO.

I Mat Payable (Net off advance tax current year Rs. 6.63 lacs ) 126.90 20.82

Total Short Term Provisions 126.90 20.82

NOTE NO.11 : SHORT TERM PROVISIONS

ParticularsAs at 31st-Mar 2015 As at 31st-Mar 2014


55


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56

NOTE NO. 13 : NON- CURRENT INVESTMENTS

ParticularsAs at 31st-Mar-2015 As at 31st-Mar-2014


I Non- Current Investments 1) Investment in Subsidiaries a) Equity Shares (Unquoted) -Sankhya Sarl, France and 100% of holding - - -Sankhya US Corporation, US and 100% of holding - - -Mahasena Info Technologies (India) Pvt Ltd, and 100% of holding - -

Total Non - Current Assets - -

Footnote: Investments are valued at Cost less provision for diminution of temporary nature)


I Long - Term Loans and Advances:

a) Security Deposit

Secured Refer Note 14(i) 60.96 60.07

60.96 60.07

Note No 14(i): EMD is provided for the various projects,

and fixed deposit were kept with Central Excise,

Electricity Department and for Rent

NOTE NO. 14 : LONG TERM LOANS AND ADVANCES



I Outstanding for a Period of less than 6 months

Un Secured, Considered Good 5,451.70 4,080.76

Outstanding for a Period of more than 6 months

Unsecured, Considered Good 21.70 10.11

Total Trade Receivables 5,473.40 4,090.87

NOTE NO. 15 : TRADE RECEIVABLES



I a) Cash and Cash Equivalents :

1) Balances with Banks in Current Accounts in India 4.36 1.31

2) Balances with Banks in Current Accounts outside India 27.34 8.40

3) Cash on Hand 2.78 2.19

Other Bank Balances

1) Un Paid Dividend Account 2.48 5.52

Total Cash and Cash Equivalents 36.96 17.42

NOTE NO. 16 : CASH AND CASH EQUIVALENTS



I Short -Term Loans and Advances:

a) Other Loans and Advances (Unsecured)

Advance for Expenditure 376.40 364.15

Advance to Joint Venture Project 17.69 16.59

Total short term loans & advances 394.09 380.74

NOTE NO. 17 : SHORT TERM LOANS AND ADVANCES



57


1 Unbilled Revenue Refer Note below 429.00 573.94

2 Advance Taxes (Net off provision current year Rs.6.63 Lakh) - 0.18

3 Other Current Assets - 0.64

4 Interest Accrued 1.92 2.26

5 Vat (Refund) 0.76 0.76

6 Misc exp not written off 0.20 (0.00)

Total Other Current Assets 431.88 577.78

Unbilled Revenue as at 31st March 2015 includes amount

Rs.429.98 Lac relating to Contract which has not been billed since

30.03.2012. The Management is of the view that the contract is

entirely billable. The Company is in constant engagement with the

client to get the work certified and bill the same.

NOTE NO.18 : OTHER CURRENT ASSETS



I Revenue from operations in respect of non-finance company

(a)Income from Services

Domestic Income 297.83 481.01

Export Income 17,899.72 13,400.36

Total Revenue From Operations 18,197.55 13,881.37

NOTE NUMBERS TO STATEMENT OF PROFIT & LOSS NOTE NO. 19: REVENUE FROM OPERATIONS

Particulars

For the Year Ended 31st Mar -2015



S.NO.

I (a) Interest Income 0.91 1.96

(b) Net gain/loss on foreign currency translation and transaction - 644.40

(c) Misc Income - 1.09

Total Other Income 0.91 647.45

NOTE NO. 20 : OTHER INCOME

Particulars




S.NO.

I (a) Salaries & Wages 10,632.79 8,612.72

(b) Contribution to Provident & Other Funds 19.10 10.40

(c) Staff Welfare Expenses 0.54 1.12

Total Employee Benefit Expenses 10,652.43 8,624.24

NOTE NO. 21 : EMPLOYEE BENEFIT EXPENSES

Particulars




S.NO.

58

iii. Reconciliation of the Present value of defined Present Obligations and the Fair Value of Assets:

Year ended 31.03.2015 Year ended 31.03.2014

Present Value of obligations as at 31.3.2015 23.19 NA

Fair Value of Plan Assets as at 31.3.2015 -1.29 NA

Present Value of unfunded obligation as at 31.3.2015 21.90 NA

Unfunded Net Liability recognized in Balance Sheet 21.90 NA

As per Accounting Standard 15 “Employee Benefits”, the disclosures of Employee Benefits as defined in the Accounting Standard are given below:

Defined Contribution Plans: PROVIDENT FUND : The provident fund is operated by the Regional Provident Fund Commissioner. Under the scheme, the Company is required to contribute a specified percentage of payroll cost to the retirement benefit schemes to fund the benefits. These funds are recognized by the Income tax authorities. The Company has recognized the following amounts in the Profit and Loss Account for the year:



Contribution to Provident Fund 5.37 4.93

Defined Benefit Plans :

a. Gratuity 21.9 11.5

b. Leave Encashment 0 0

"Gratuity is payable to employees as per Payment of Gratuity Act. Leave encashment is payable to eligible employees who have earned leaves, during the employment and/or on separation as per the company’s policy. The company has funded the Gratuity liability with Group Gratuity Scheme of Life Insurance Corporation of india Ltd. "

Valuations in respect of Gratuity have been carried out by independent actuary, as at the Balance Sheet date, based on the following assumptions:

GRATUITY


Discount Rate per annum (Compound) 8.00% NA

Rate of increase in Salaries 4.00% NA

Expected Rate of Return on Plan Assets 9.00% NA

Expected Average remaining working lives of employees in no.of years 29.52 years NA

Summary of Key Information - Gratuity i. Changes in Defined Benefit Obligation:


Present Value of obligation 01.04.2014 7.05 NA

Interest Cost 0.56 NA

Current Service Cost 1.43 NA

Actuarial (Gain) / Loss 20.26 NA

Benefits paid -6.12 NA

Present Value of obligation as at 31.3.2015 23.19 NA

ii. Changes in Fair Value of Plan Assets:



Adjustment in opening balance 0 NA

Expected Return on Plan Assets 0.35 NA

Employer Contribution 0 NA

Actuarial Gain/(Loss) 0 NA

Benefits Paid -6.12 NA


(Rs. in lacs)

Particulars

Particulars

Particulars

Particulars

(Rs. in lacs)

Particulars

iv. Expenses recognized in Profit and Loss Account:


Current Service Cost 1.43 0

Interest Cost 0.56 0

Net Actuarial (Gain) / Loss 20.26 0

Expected Return on Plan Assets -0.35 0

Others - -

Total Expenses recognized in Profit and Loss A/c 21.90 11.5

Expected Employer contribution for next year 21.90 0

Note: Gratuity provision for the last year ended 31.03.2014 was made on ad hoc basis.

Particulars

59


I (a) Computer Hardware & Accessories 17.22 85.39 (b) Technical Assistance 126.89 148.93 (c) Simulation Software Services 157.98 340.08 (d) Power & Fuel 39.71 37.72 (e) Rent 105.09 107.13 (f) Computer Repairs & Maintenance 190.57 188.39 (g) Insurance 43.83 47.42 (h) legal fee 4.64 36.75 (i) Rates & Taxes 314.43 127.13 (j)Miscellaneous Expenditure 20.85 36.96

Total Other Expenses 1,021.21 1,155.90

NOTE NO. 22 : OTHER OPERATING EXPENSES

ParticularsFor the Year Ended

31st Mar -2015 For the Year Ended

31st Mar -2014

Rs in Lacs

S.NO.

I (a) Telephone, Postage and Others 62.44 51.80 (b) Business Promotion Expenses 631.79 424.35 (c) Conveyance 336.38 359.47 (d) Office Maintenance 49.70 53.06 (e) Printing & Stationery Expenses 75.88 84.45 (f) Managerial Remuneration 72.00 72.00 (g) Consultancy Charges 1,833.79 950.00 (h) Director Sitting Fee 0.80 0.70 (i) Payment to Auditors: - (i) As Audit fee 4.00 3.00 (ii) As Tax audit fee 1.50 1.00 (iii) For Reimbursement of expenses 0.24 0.22

(IV) Branch Audit fee 5.07 5.07

Total Administrative Expenses 3,073.59 2,005.12

NOTE NO. 23 : ADMINISTRATIVE EXPENSES

Particulars For the Year Ended 31st Mar -2015


Rs in Lacs

S.NO.

I (a) Interest Expenses : - Interest on Cash Credit 373.33 313.42 - Interest on Term Loan 21.36 37.70 - Interest on Unsecured Loan 58.18 49.23 - Loan processing Charges - 14.20 - Bank charges 23.64 43.74

Total Finance Cost 476.51 458.29

NOTE NO. 24 : FINANCE COST

Particulars For the Year Ended 31st Mar -2015


Rs in Lacs

S.NO.

I (a) Staff Recruitment & Training Expenditure 86.72 98.48 (b) Advertisement 18.96 36.56 (c) Communication charges 83.62 76.41 (d) AGM expenses 0.24 0.19 (e) Books & Periodicals 3.58 5.65 (f) Membership & Subscriptions 5.75 6.19 (g) Annual maintenance & Other expenses 19.87 81.48 (h) Travel Expenditure 338.44 248.33 (i) Research & Development Expenses (Refer Note Below) 833.73 816.97

(j) Bad Debts written off - 218.58

Refer Note No: 26.10 for Expenditure in Foreign Currency 546.13

Total Other expenses 1,937.04 1,588.84

NOTE NO.25 : OTHER EXPENSES

ParticularsFor the Year Ended

31st Mar -2015 For the Year Ended

31st Mar -2014

Rs in Lacs

S.NO.

60

S.No. EXPENDITURE 2014-15 2013-14

A Revenue

Employee cost 815.81 799.87

Rent 10.48 9.97

Electricity 7.44 7.14

Total 833.73 816.98

Particulars 31-Mar-2015 31-Mar-2014

Net Profit for the year 146.18 88.81

Weighted average No of shares outstanding during the year 1124.52 1124.52

Earnings per share (Rs.) 1.30 0.79

Nominal Value of the share (Rs.) 10 10


Notes to Consolidated Financial Statement for the Year Ended March 31, 2015

As at 31st March, 2015 As at 31st March, 2014

1. Estimated amount of contract remaining to be executed on capital account not provided for Nil Nil

2. Contingent liability not provided for in respect of :

(a) Claims not acknowledged as debts :

(i) Income Tax NIL 90.39

(ii) Others 11.80 11.80

3. Investments

Investments in wholly owned subsidiary are at cost. No fresh Investments are made during the financial year 2014-15.

4. Foreign Travel

The foreign travel includes Director’s travel amounting to Rs. 0.27 lacs.

5. Earnings per Share

7. Micro, Small and Medium Enterprise.

There are no Micro, Small and Medium Enterprise, to whom the Company owes dues, which are outstanding at the Balance Sheet date, computed on unit wise basis.

8. Research and development

Capital Expenditure incurred on research and development is depreciated over the estimated life of related assets and the revenue expenditure is expensed as incurred.

The company has in – House Research & Development Centre involved in developmental activities for new products in the fields of Simulation and Training. Details of Capital & Revenue Expenditure incurred are as detailed below.

S.No. Name Relationship

1 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. N. Sridhar Chairman& Managing Director

5 Sri. N. Srinivas Director

b) Transactions with Related Parties Subsidiary companies

6. Related Party Disclosures a) Related Parties

Outstanding Outstanding as on as on31-Mar-2015 31-Mar-2014

1 SANKHYA SARL, France (Investment) 1.73 1.73

2 SANKHYA US Corporation (Investment) 46.72 46.72

Advance for Expenses 540.51 540.51

3 Mahasena Info Technologies 10.00 10.00 (India) Pvt. Ltd (Investment)

S.No. Name

9. Segment Reporting

The company’s 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 is categorized based on items that are identifiable individually to that segment, rest are categorized in relation to the associated turnover of the segment. Expenses such as Depreciation and Interest, which form a significant component of total expenses, are not specifically allocable to specific segment as the underlying services are used interchangeably.

61

External Turnover 18,114.83 13,880.63 82.72 0.74 18,197.55 13,881.37 Inter Segment Turnover NIL NIL NIL NIL NIL NIL TOTAL REVENUE 18,114.83 13,880.63 82.72 0.74 18,197.55 13,881.37 2 RESULTS Operating profit 1514.00 685.47 NIL NIL 1514.00 685.47 Interest Expenses 476.51 458.29 NIL NIL 476.51 458.29 Interest Income 0.91 1.96 NIL NIL 0.91 1.96 3 Profit Before Tax 527.65 225.22 NIL NIL 526.93 225.22 Current Tax 112.41 48.34 NIL NIL 112.41 48.34 Deferred Tax 178.34 88.07 NIL NIL 178.34 88.07 other provision 90.00 NIL NIL NIL 90.00 NIL Profit After Tax 146.18 88.81 NIL NIL 146.18 88.81 OTHER INFO 4 Segment Assets NIL NIL NIL NIL NIL NIL Unallocated Corporate Assets NIL NIL NIL NIL 4,756.52 4,901.95 Total Assets NIL NIL NIL NIL 4,756.52 4,901.95 5 Segment Liabilities NIL NIL NIL NIL NIL NIL Unallocated Corporate Liabilities NIL NIL NIL NIL 5,061.53 4,081.69 Total Liabilities NIL NIL NIL NIL 5,061.53 4,081.69 6 Capital Employed NIL NIL NIL NIL 8,013.56 7,596.20 7 Capital Expenditure-Net NIL NIL NIL NIL 5,452.42 5,597.85 8 Depreciation NIL NIL NIL NIL 510.75 471.21 9 Non Cash Exp. Other than Depreciation NIL NIL NIL NIL NIL NIL

2014-15 2013-14 2014-15 2013-14 2014-15 2013-14


10. Additional Information of Enterprises consolidated as Subsidiary/ Associates / Joint Ventures as required under Schedule III of the Companies Act 2013

1 REVENUE

S. No Particulars Software Services Software Products Total

Rs. In Lac Foreign Currency in Lac

11. Regrouping & Rounding off

The previous year’s figures have been reclassified and regrouped, wherever necessary to confirm the Current Year classification and to confirm to the relevant laws. Paisa has been rounded off to the nearest rupee. As per our report of even date

12. Annexure A : SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARY / ASSOCIATES / JOINT VENTURES AS PER COMPANIES ACT, 2013

Name of the Net Assets i.e. Total Assets Share in Profit or Loss Enterprise minus total Liabilities

As % of Amount As % of Amount Consolidated Net Assets (Rs. In Lakh) Consolidated Profit or Loss (Rs. In Lakh)

Sankhya InfoTech Ltd. 96.87 11478.42 100 146.76

Subsidiary

Sankhya US Corp 2.90 344.12 0 0

Sankhya SARL 0.01 0.21 0 0

Mahasena Info Technologies (India) Pvt. Ltd. 0.07 9.00 0 (0.71)

Harvest Learning Partners LLP 0.15 17.69 0 0

For T.R Chadha & Co. Chartered AccountantsFirm Regn. No: 006711N for and on behalf of the Board

Pravin Kumar Jabade N. Sridhar N.Srinivas(Partner) Chairman & Managing Director Vice ChairmanMembership No. 107196

Place : HyderabadDate : 26.05.2015

Sankhya USD 1.082 -3.9 5.49 8.65US Corp.

INR 46.72 (244.30) 344.12 541.71 0 0 0 0 0 0 0

Sankhya EURO 0.03 -0.023 0.003SARL 0

INR 1.73 (1.52) 0.21 0 0 0 0 0 0 0 0

Mahasena INR 10.00 (1.00) 9.25 0.17 0 0 (0.71) 0 (0.71) 0 0Info Technologies (India) Pvt. Ltd.

Repo rting Curre ncy

ShareCapital

Name Reserves& Surplus

TotalAssets

TotalLiabilities

Investments

Turnover

Profit /(Loss)before

taxation

Profit /(Loss)after

taxation

ProposedDividend

% ofShare

holding

Privision fortaxation


62


FORM NO. MGT- 11

PROXY FORM

(Pursuant to Section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014

CIN: L72200TG1997PLC045396Name of the company: SANKHYA INFOTECH LIMITEDCorporate Office : 405, NSIC Business Park, ECIL Post, Hyderabad, TELANGANA - 500062

Name of the member(s) :

Registered Address :

E-mail Id :

Folio No. /Client Id :

DP ID :

I/We, being the member (s) of …………. shares of the above named company, hereby appoint

1. Name: ……………………

Address: _

E-mail Id:

Signature: ……………., or failing him

Signature of shareholder Signature of Proxy holder(s)Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

Corporate Office

SANKHYA INFOTECH LIMITED, 405, NSIC Business Park, ECIL Post, Hyderabad , TELANGANA - 500062

ATTENDANCE SLIP (Please present this slip at the Meeting venue)

I hereby record my presence at the 18th Annual General Meeting of the members of the company to be held on Tuesday, 29th day of September, 2015 at 11.00 A.M., at # 405, NSIC Business Park, ECIL P.O., Hyderabad – 500062 and at any adjourned meeting thereof.

Shareholders/Proxy‘s Signature___________________________________

Shareholders/Proxy‘s full name (In block letters) ___________________________________

Folio No./ Client ID___________________

No. of shares held_________

Note: Shareholders attending the meeting in person or by proxy are required to complete the attendance slip and hand it over at the entrance of the meeting hall.

2. Name: ……………………

Address:

E-mail Id:

Signature: ……………., or failing him

3. Name & Address : …………………...............................................

E-mail Id:

Signature: …………….

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 18th Annual General Meeting of the Company, to be held on Tuesday, 29th day of September, 2015 at 11.00 A.M. # 405, NSIC Business Park, ECIL P.O., Hyderabad – 500062 and at any adjournment thereof in respect of such resolutions as are indicated below:

Resolution No.

1. Approval of financial statements for the year ended 31.03.2015.

2. Appointment of Mr. N. Sridhar Director who retires by rotation.

3. Appointment of statutory auditors and fixation of their remuneration.

4. Appointment of Ms. Nalini as Director of the Company.

Signed this …..… Day of………… 2015

Affix Revenue Stamp

63


Printed MatterBook Post

To,

C�� orporate Office:S�� ankhya Infotech Limited,M�� odule 405, NSIC BUSINESS PARKE�� CIL POSTH�� YDERABAD 500062

If undelivered Please return to:

64

SANKHYA INFOTECH LTD. 18th Annual Report 2014 - … 2013, proposing her candidature for the office...

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Transcript of SANKHYA INFOTECH LTD. 18th Annual Report 2014 - … 2013, proposing her candidature for the office...