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INNOVATION SOFTWARE INNOVATION SOFTWARE INNOVATION SOFTWARE INNOVATION SOFTWARE

EXPORTS LIMITEDEXPORTS LIMITEDEXPORTS LIMITEDEXPORTS LIMITED

ANNUAL REPORT

(2010-2011)

INNOVATION SOFTWARE EXPORTS LIMITED

Regd. Office: No. 3/5, Alankar Adarsh, 7th Avenue, Ashok Nagar, Chennai-600083.

Nineteenth Annual Report

Board of Directors

T Rajendran (from 01.08.2011)

Whole-time Director

N. Aravind

Director

A.Anitha

Director

H .C. Kothari (up to 08.08.2011)

Director

Registered Office

No.3/5, Alankar Adarsh,

7th Avenue, Ashok Nagar,

Chennai-600083.

Auditors

M/s Ramraj & Co.,

Chartered Accountants,

No.23/31, 3rd Cross Street,

Lakshmi Nagar IV Stage,

Nanganallur,

Chennai-600061.

Registrars & Share Transfer Agents

System Support Services (P) Limited

Gala No209, Shivai Ind.Estate

Near Logitech Park 89, Andheri Kurla Road,

Sakinaka, Andheri East

Mumbai – 400 072.

Equity Shares Listed At

The Madras Stock Exchange Ltd., Chennai

The Bombay Stock Exchange Ltd., Mumbai

Committees

Share Transfer Committee

N. Aravind, Chairman

A.Anitha, Member

H.C.Kothari, Member

Shareholder/Investors Grievance

Committee

H.C.Kothari, Chairman

A.Anitha, Member

N. Aravind, Member

Audit Committee

A.Anitha, Chairman

N.Aravind, Member

H.C.Kothari, Member

CONTENTS

Sl.No.

Particulars

Page No.

1.

Notice 1

2.

Report of Directors 4

3. Management Discussion & Analysis 6

4. Report on Corporate Governance 7

5. Compliance Certificate 12

6.

Auditor’s Report 16

7

Balance Sheet 20

8.

Profit & Loss Account 21

9.

Schedules 22

10.

Cash Flow Statements 25

11.

Significant Accounting policies &

Notes on Accounts

26

12.

Balance Sheet Abstract 29

Innovation Software Exports Limited

1

NOTICE

NOTICE is hereby given that the Nineteenth Annual General Meeting of the Shareholders of

the Company will be held at 10.00 A.M. on Friday, the 30th September 2011 at No.3/5,

Alankar Adarsh, 7th Avenue, Ashok Nagar, Chennai-600 083.

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet of the Company as at 31st

March 2011, the Profit & Loss A/c for the period ended on that date together with Directors’

and Auditors’ Report thereon.

2. To appoint a Director in place of Mr. N.Aravind, who retires by rotation, and being eligible,

offers himself for reappointment.

3. To consider and if thought fit, to pass, with or without modification, the following Resolution

as an Ordinary Resolution.

RESOLVED THAT, pursuant to Section 224 of the Companies Act, 1956, M/s.Ramraj & Co.,

Chartered Accountants, Chennai, the retiring Auditors, be and are hereby re-appointed as

the Statutory Auditors of the Company, to hold office from the conclusion of this Annual

General Meeting until the conclusion of the next Annual General Meeting of the Company

on a remuneration to be fixed by the Board of Directors of the Company in connection

with the Company’s Audit.

SPECIAL BUSINESS:

4. To consider and if thought fit to pass, with or without modification the following resolution

as an Ordinary Resolution.

“RESOLVED THAT, Mr. T Rajendran who was appointed as an Additional Director on the Board

during the year and who ceases to hold office at this meeting under Section 260 of the

Companies Act, 1956, and in respect of whom the Company has received a notice in writing

proposing his candidature for the office of the Director, be and is hereby appointed as a

Director of the Company liable to retire by rotation”.

“RESOLVED FURTHER THAT, pursuant to Section 269, 309 and Schedule XIII and other

applicable provisions, if any of the Companies Act, 1956, consent of the Company be and is

hereby given to the appointment of Mr. T Rajendran as a whole time Director for a period of

3 years with effect from 01st August 2011”.

RESOLVED FURTER THAT, pursuant to the provisions of Schedule XIII to the Companies Act,

1956, approval of the members be and is hereby accorded to the Board on fixation of

remuneration of Mr. T Rajendran as per the terms as set out by the board which may be less

than the minimum remuneration, subject to the approval of the Remuneration Committee.

RESOLVED FURTER THAT, for the purpose of giving effect to this resolution, the Board be and is

hereby authorized to execute all such documents and to do all such acts, deeds, matters

and things as it may in its absolute discretion deem necessary, expedient and proper.

By order of Board

For Innovation Software Exports Limited

Sd/-

Place: Chennai (N.Aravind)

Date: 02.09.2011 Director


2

Notes:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A

PROXY / PROXIES TO ATTEND AND VOTE INSTEAD OF HIM / HERSELF AND THE PROXY

NEED NOT BE A MEMBER OF THE COMPANY. Proxies in order to be effective must be

received at the registered office of the company not less than 48 hours before the

meeting.

2. The Register of Members and Share Transfer Books of the Company will remain closed

from Sunday, September 25th, 2011 to Friday, September 30th, 2011 (both days

inclusive).

3. For the convenience of members, an attendance slip is annexed to the Proxy form.

Members are requested to fill in and append their signature(s) at the space provided

thereof and hand over the attendance slip at the entrance of the place of the

meeting. Proxy/ representative of a member should mark on the attendance slip as

‘Proxy’ or ‘Representative’ as the case may be. Members are also requested not to

bring with them any person, who is not a Member / Proxy.

4. Members are requested to notify immediately changes in their address, if any,

quoting their Client ID No./ Folio No., Number of Shares held, etc. to the Company’s

Shares Transfer Agents, M/s System Support Services Private Limited, Gala No.209,

Shivai Ind.Estate, Near Logitech Park89, Andheri Kurla Road, Sakinaka, Andheri East,

Mumbai – 400 072. Tele: 022-28500835 (5 Lines), Fax: 022-28501438, email:

[email protected].

5. All enquiries and correspondence regarding Transfer of Shares, Dematerialisation, etc.

should be addressed to Registrar and Share Transfer Agents of the Company M/s

System Support Services Private Limited, Gala No.209, Shivai Ind.Estate, Near Logitech

Park89, Andheri Kurla Road, Sakinaka, Andheri East, Mumbai – 400 072.

6. Information pursuant to clause 49 of the listing agreement in respect of proposed

appointment/re-appointment of Directors.

Name Mr. N. Aravind

Age 42 years

Qualifications Bachelor of Engineering ( Electrical & Electronics)

Other Directorships Name of the

Company

M/s Crazy InfoTech Limited

M/s. Aaanjaay Software Limited

M/s. Agrata Biotech Limited

Committee Memberships, if any,

with position

Chairman in Share Transfer Committee and

Member in Audit Committee & Shareholders

Grievances Committee

Date of Appointment 15-07-2008

None of the directors are interested in this resolution.


3

Explanatory Statement

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

Item No:4

Mr. T Rajendran is a distinguished personality in business and administration carrying rich

experience that would help the Company and was appointed as an Additional Director on

01.08.2008 and was placed himself for election under section 257. Brief information about him

is placed below:-

Name Mr. T Rajendran

Age 58

Other Directorships Name of the

Company

M/s Crazy InfoTech Limited

Committee Memberships, if any,

with position

Chairman in Shareholders Grievances committee

and member in Audit Committee & Remuneration

committee.

Date of Appointment 01.08.2011

None of the directors interested in this resolution.


4

DIRECTOR’S REPORT

To the Members,

Your Directors hereby present the Nineteenth Annual Report of your Company with the

Audited Accounts for the period ended 31st March, 2011.

Financial Results

Rs. In Lacs

Particulars Period ended

31.03.2011

Period ended

31.03.2010

Profit/(Loss) before depreciation & tax 16.04 41.88

Less: Depreciation 0.48 0.48

Profit/(loss) before extra ordinary items 15.56 41.40

Profit/(loss) after extra ordinary items 15.56 41.40

Less: Provisions for tax/deferred tax 0.05 (0.12)

Profit/(Loss) after tax 15.51 41.27

Add: Profit/(Loss) b/f from previous year (109.09) (166.17)

Net profit/(Loss) carried over (109.09) (124.60)

Dividend

For the Financial Year 2010-11, your directors do not recommend any dividend.

Performance Overview

During the period under review, your Company has done moderate business to the tune of

turnover in Rs. 106.00 Lacs and the profit after tax was Rs.15.45 Lacs.

Issue of Shares

During the period under review, your Company has not issued any shares.

Fixed Deposits

The public liability in the form of Public Deposits is nil as the Company has not accepted any

public deposits.

Internal Controls and adequacy

The Internal control systems are commensurate to the size of the operation of the Company.

Whenever it is required, the systems and procedures are upgraded to suit the changing

business needs.

Corporate Governance and due Compliances

Your Company has taken necessary steps to give effect to the Corporate Governance. Your

Company has complied with the requirements regarding corporate governance as required

under clause 49 of the Listing Agreement of the Stock Exchanges where its shares are listed.

A Certificate from the Statutory Auditor regarding compliance of conditions of corporate

governance is attached to this report.

Directors

Your Company is taking necessary steps to increase the board size. It will add few well

known and experts in the industry in which your Company is proposed to do business.


5

Auditors

The retiring auditors, Ramraj & Co., Chartered Accountants have expressed their willingness

to continue in office, if appointed. They have furnished to the Company a certificate of their

eligibility for appointment as auditors, pursuant to section 224(1B) of the Companies Act,

1956. The Board of Directors recommends to the members to appoint them as auditors and

fix their remuneration.

Your Company is in the process of obtaining confirmation of balances from various parties

mentioned in the Auditors’ Report.

The Company has also taken steps to appoint suitable in house personnel in order to

strengthen the internal control procedures.

The qualifications given in the Auditors’ Report are self explanatory.

DIRECTORS’ RESPONSIBILITY STATEMENT

1. In the preparation of the annual accounts for the year ended 31st March, 2011, the

applicable accounting standards had been followed along with proper explanation

relating to material departures.

2. 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 state of affairs of the company at the end of the year ended 31st

March, 2011 and of the profit or loss of the company for the period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

Conservation of energy, Technology absorption, Foreign exchange earnings and outgo

Your company has no business activities in relation to conservation of energy, technology

Absorption, foreign exchange and outgo.

Particulars of employees

No employee has received remuneration, which will apply the provisions of section 217(2A)

of the Companies Act, 1956 read with the Companies (Particulars of employees) rules, 1975.

Acknowledgement

Your Directors thank the investors, Bankers and Business associates for the continued support

extended to your Company. Your Directors also thank various Government Departments for

the support extended by them. Finally your Directors wished to place on record their

appreciation to the employees at all levels for their hard work and commitment.

For and on behalf of the Board of Directors

Sd/- Sd/-

Chennai N.Aravind A.Anitha

Date: 02.09.2011 Director Director


6

MANAGEMENT DISCUSSION AND ANALYSIS

a. Industry structure and Developments.

The Indian economy is trying to sustain its growth and its visible improvement creates investor

confidence. With the specialization in the computer industry is taking to share the company

need to develop and nurture and recruit the workforce of the company so as to suit the

standards.

B. Opportunities and Threats

Your Company intends to benefit from this study growth in the outsourcing opportunities and

has taken the necessary initiatives in this direction. Recruitment cum training drive has been

initiated and required up gradation in the existing infrastructure is also being taken up. Your

Company plans a modest beginning subsequently moving up the value chain thereby

increasing the margins.

c. Segment- wise or product-wise performance

Your Company operates only in one segment; hence there are no separate segments to be

reported.

d. Outlook

Apart from expanding the facilities to meet the requirements from the growth both from

existing as well as new customers, your company has also identified various areas which will

drive the company’s growth plans. Some of the key growth drivers are domain expertise,

enhancement of service portfolio to clients, tap new geographies, strengthening marketing

teams and inorganic initiatives.

e. Risks and concerns

The main risks causing concern to the IT industry and your company as well are Economic

slowdown, ability to attract and retain talent, withdrawal of Tax Benefits, currency Exchange

risks, etc.

f. Internal control systems and their adequacy

The Company is trying to develop the internal Control systems suitable to the business which

it envisages to start.

g. Discussion on financial performance with respect to operational performance

Company is trying to improve operational performance with respect to increase financial

performance to meet the demand & quality.

h. Material developments in Human Resources/Industrial Relations front, including number of

people employed.

The Company has identified certain new projects for which it may require adequate human

sources. It may find the suitable system for HR and Industrial relations for the proposed

business.


7

CORPORATE GOVERNANCE

The Company submits its reports on the matters mentioned in clause 49 of the Listing

Agreement with the stock exchanges as follows.

1. Company’s philosophy on Code of Governance

a. Innovation Software Exports Limited philosophy on corporate Governance envisages

the attainment of the highest levels of transparency, accountability and equity, in all

facets of its operations, in all its interactions with its stake holders, including share

holders, the government and lenders.

b. Innovation Software Exports Limited is committed to achieve the highest standards of

corporate Governance.

c. Innovation Software Exports Limited believes that all its operations and actions must

serve the underlying goal of enhancing overall shareholder value, over a sustained

period of time.

2. Board composition and particulars of Directors.

During the year, the composition and category of Directors were as follows:

Category Name of the Director

Executive Director Mr. T Rajendran (w.e.f.01.08.2011)

Non-Executive Directors Mr. N. Aravind

Mrs. A.Anita

Mr. H.C. Kothari (up to 08.08.2011)

Attendance of each Director at the Board Meetings (held during the year 2011-11), last

Annual General Meeting and Number of other Directorship and Chairmanship/Membership

of Committee of each Director in various Companies.

Attendance

Particulars

No. of other directorship and Committee member

/chairmanship

Name of the

Director

Board

Meeting

Last

AGM

Other

Directorship

Committee

Memberships

Committee

Chairmanship

H.C. Kothari 4 Yes 5 2 1

N. Aravind 5 Yes 3 2 1

A. Anita 6 Yes 3 2 1

3. AUDIT COMMITTEE

a. The audit committee comprises of three Directors viz. Mr. N. Aravind, Mrs. A.Anitha

and Mr. H.C. Kothari and Mrs. A. Anitha presides as the Chairman of the meetings of

Audit Committee.

b. The constitution of Audit Committee also meets with the requirements under Section

292A of the Companies Act, 1956.

c. The Committee met four times on 28.05.2010, 30.07.2010, 27.10.2010 and 10.02.2011

during the financial review under review. This committee was reconstituted on

01.08.2011.

The terms of reference stipulated by the Board to the Audit Committee are, as contained

under Clause 49 of the listing Agreement:


8

a. Oversight of the Company’s financial reporting process and the disclosure of its

financial information.

b. Recommending the appointment and removal of external auditors, fixation of audit

fee and also approval for payment for any other services.

c. Reviewing with management the annual financial statements before submission to

the board, focusing primarily on (i) any changes in accounting policies and practices

, (ii) major accounting entries based on exercise of judgments by management., (iii)

qualifications in draft audit report, (iv) significant adjustments arising out of audit, (v)

the going concern assumption, (vi) compliance with accounting standards, (vii)

compliance with stock exchange and legal requirements concerning financial

statements and (viii) any related party transaction i.e., transactions of the company

of material nature, with promoters or the management, their subsidiaries or relatives

etc., that may have potential conflict with the interests of Company at large.

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

internal control systems.

e. Reviewing the adequacy of internal audit functions.

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

g. Reviewing the findings of any internal investigations by the internal auditor into

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.

h. Discussion with external auditors before the audit commences, nature and scope of

audit as well as to have post audit discussion to ascertain any area of concern.

i. Reviewing the Company’s financial and risk management policies.

j. To look in to the reasons for substantial defaults in the payment to the shareholders (in

case of non payment of declared dividends) and creditors.

4. REMUNERATION/COMPENSATION COMMITTEE

a. The Compensation committee was set up to evaluate compensation and benefits for

Executive Directors and to frame policies and systems.

b. It has been constituted with two Directors and One Non-Executive Director.

i. Mr. C.K. Kothari, Chairman (Non-Executive Director)

ii. Mr. N. Aravind, Member (Director)

iii. Mrs. A. Anitha, Member (Director)

c. During the year the Committee met 4 times and all members attended all meetings.

This Committee also reconstituted on 15th July, 2011.

d. None of the directors has pecuniary relationship/transaction with company and other

related parties. During the year, no sitting fees has been paid to any of the Directors

for the Board meetings or of any Committees of the Board attended by them.

5. SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE

a. The Shareholders/Investors Grievance Committee comprised of Directors viz., Ms. A.

Anita, Mr. N. Aravind and Mr. H.C. Kothari (Chairman).

b. The committee overseas and reviews all matters connected with the securities

transfers. The committee also looks into redressing of shareholders complaints like

transfer of shares, non-receipt of balance sheet, non receipt of declared dividends,

etc.

c. The committee oversees the performance of the Registrar and Transfer Agents and

recommends measures for overall improvement in the quality of investor services. The

Board of Directors has delegated the power of approving transfer of securities to the

share Transfer Committee.


9

The total number of complaints which were received and replied to the satisfaction of

shareholders during the year under review was 08. Outstanding complaints as on 31st March,

2011 were nil.

6. GENERAL BODY MEETINGS

Location and time for last 3 Annual General Meetings

Financial

year

Ended

AGM Location Date Time

31.03.2008 AGM No.3/5,Alankar Adarsh, 7th Avenue, Ashok

Nagar, Chennai – 600 083

25.09.2008 12.30

PM

31.03.2009 AGM No.3/5,Alankar Adarsh, 7th Avenue,

Ashok Nagar, Chennai – 600 083

25.09.2009 10.00

AM

31.03.2010 AGM No.3/5,Alankar Adarsh, 7th Avenue,

Ashok Nagar, Chennai – 600 083

30.09.2010 10.00

AM

7. DISCLOSURES

a. No resolution requiring a postal ballot under Section 192-A of the Companies Act,

1956, was placed before the last Annual General Meeting.

b. No special resolution requiring a postal ballot is being proposed at the ensuing

Annual General Meeting.

c. Disclosures on materially significant related partly transactions i.e., transactions of the

Company of material nature, with its promoters, the directors of the management,

their subsidiaries or relatives, etc., that may have potential conflict with the interests of

the company at large.

None of the transactions with any of the related parties were in conflict with the

interest of the Company.

d. Details of non-compliance by the Company, penalties and structures imposed on the

Company by stock Exchanges or SEBI or any statutory authority on any matter related

to capital markets, during the last three years.

None

e. The Company has formed good whistle blower policies and confirmed that no

personnel have been denied access to the audit committee.

f. The Company has not made any payment in the form of sitting fees or remuneration

to any directors as all directors have waived off their monetary rights/ claims because

of the continuous loss incurred in earlier years in the Company.

g. The Company has complied with all the mandatory requirements of Corporate

Governance, as required under the Listing Agreement.

MEANS OF COMMUNICATION

a. The Half-yearly and Quarterly results are published in the Trinity Mirror and Makkal

Kural.

b. All material information about the Company is promptly sent through fax to the

concerned stock exchanges wherein the Company’s Shares are listed.

c. Besides, these are all given to press for information of the public at large. Moreover,

Company disseminates information through press meets and analyst meets.

d. Management discussion and analysis has been made a part of the annual report.


10

GENERAL SHARHOLDER INFORMATION

Sl.

No.

Particulars Description

1 19th Annual General Meeting 30th September 2011 at 10.00 am at No.3/5,

Alankar Adarsh, 7th Avenue, Ashok Nagar,

Chennai – 600 083.

2 Financial Year 01st April 2011 to 31st March 2012

3 Book Closure Date 25th September, 2011 to 30th September, 2011

4 Listed Stock Exchange The Madras Tock Exchange Ltd., Chennai

The Bombay Stock Exchange Ltd., Mumbai.

5 Registrar & Transfer Agents

(Share Transfer and communication

regarding share certificates and

change of address)

M/S System Support Services Private Limited,

Gala No.209, Shivai Ind.Estate, Near Logitech

Park89, Andheri Kurla Road, Sakinaka, Andheri

East, Mumbai – 400 072.

6 Share Transfer System Presently, the share transfers which are received

in physical form are processed and the share

certificates returned within a period the 15 to 20

days from the date of receipt, subject to the

documents being valid and complete in all

respects.

7 Dividend payment Date No dividend declared

8 Stock code Scrip Name : INSOE

Scrip Code : 517433

9 Stock price data As per the

10 Address for Correspondence No.3/5, Alankar Adarsh, 7th Avenue,

Ashok Nagar, Chennai – 600 083.

• Stock Price

Market Price Data: (in Rs.)

Bombay Stock Exchange Date

High (Rs.) Low (Rs.)

April 2010 0.00 0.00

May 2010 0.00 0.00

June 2010 0.00 0.00

July 2010 0.00 0.00

August 2010 0.00 0.00

September 2010 0.00 0.00

October 2010 49.90 9.61

November 2010 12.81 8.00

December 2010 10.96 6.30

January 2011 11.22 7.30

February 2011 8.54 4.94

March 2011 7.44 4.95


11

Shareholding pattern as on 31st March, 2011

CATEGORY NO. OF

SHARES

% OF

SHARE

HOLDING

A PROMOTER’S HOLDING

1 Promoters

-Indian Promoters 60300 2.01

-Foreign promoters - -

2 Persons acting in concert** 0 0

SUB-TOTAL 60300 2.01

B

NON-PROMOTERS HOLDING

3 Institutional investors

a Mutual Funds and UTI Nil 0

b Banks, Financial Institutions, Insurance

companies(Central/State Government

Institutions/Non-Government Institutions)

Nil 0

c Foreign Institutional Investors - -

4 OTHERS

a Private Corporate Bodies 92051 3.07

b Indian Public 2827724 94.26

c NRIs/OCBs 12884 0.43

d Clearing Member 2465 0.08

e Hindu Undivided Families 4576 0.15

SUB-TOTAL 2939700 97.99

GRAND TOTAL 30,00,000 100

• Distribution of Share holding (Size wise) as on 31.03.11

Shareholding of

Nominal Value Rs.

No. of

Shareholders

Percentage

of

Total

No. of

Shares held

Percentage

of Total

1-5000 6908 92.82 11283080 37.61

5001-10000 315 4.23 2594480 8.64

10001-20000 127 1.70 1954440 6.51

20001-30000 38 0.51 962000 3.20

30001-40000 7 0.09 260300 0.86

40001-50000 11 0.14 514740 1.71

50001-100000 15 0.20 1031150 3.43

100001 and above 21 0.28 11399810 37.99

Total 7442 100.00 30000000 100.00

• Dematerialization of Shares & Liquidity

The Company’s shares are available for Dematerialization with National Securities

Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st

March, 2011 the status of Dematerialization is as under:

Held in dematerialized form in CDSL 319355

Held in dematerialized form in NSDL 1635433

Held in physical form 1045212


12

COMPLIANCE CERTIFICATE

(Pursuant to Section 383A of the Companies Act, 1956)

CIN No. of the Company : L30006TN1992PLC023734

Nominal Capital : Rs.3,00,00,000/-

Paid-up Capital : Rs.2,99,95,124/-

To

The Members of the Company,

Innovation Software Exports Limited,

Chennai.

I have examined the registers, records, books and papers of Innovation Software Exports

Limited, as required to be maintained under the Companies Act, 1956, and the rules made

there under and also the provisions contained in the Memorandum and Articles of

Association of the Company for the financial year ended 31st March, 2011. In my opinion and

to the best of my information and according to the examinations carried out by me and

explanations furnished to me by the Company, its officers and agents, I certify that in respect

of the aforesaid financial year:

1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this

certificate, as per the provisions and the rules made there under and all entries therein

have been recorded.

2. The Company has filed the forms and returns as stated in Annexure ‘B’ to this certificate,

with the Registrar of Companies, Regional Director, Central Government, Company Law

Board or other authorities under the Act and the rules made thereunder.

3. The Company being Public Limited Company has the minimum prescribed paid-up

capital.

4. The Board of Directors duly met 6 (six) times on 28.05.2010, 30.07.2010, 02.09.2010,

15.10.2010, 27.10.2010 & 10.02.2011 during the year in respect of which meetings proper

notices were given and the proceedings were properly recorded in the Minutes Book

maintained for the purpose.

5. The Company closed its Register of Members from 25th September 2010 to 30th September

2010 and necessary compliance of Section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 31.03.2010 was held on

30.09.2010 after giving due notice to the members of the Company and the resolutions

passed threat were duly recorded in minutes book maintained for the purpose..

7. No Extraordinary General Meeting was held during the financial year.

8. The Company has not advanced any loan to its directors and/or persons or firms or

companies referred in the Section 295 of the Companies Act, 1956 during the financial

year.

9. The Company has not entered into any contract falling within the purview of Section 297

of the Companies Act, 1956.

10. The Company has made necessary entries in the register maintained under Section 301

of the Act.


13

11. As there were no instances falling within purview of Section 314 of the Act, the Company

was not required to obtain necessary approvals from the Board of Directors, members

and previous approval of the Central Government, as the case may be.

12. The Company has not issued any duplicate share certificates during the financial year.

13. The Company:

(i) has effected all the transfers within the time and share certificates were

dispatched. There was no allotment/transmission of securities during the year.

(ii) was not required to deposit any amount in a separate bank account as no

dividend was declared during the financial year.

(iii) was not required to post dividend warrants to any member of the Company as no

dividend was declared during the financial year.

(iv) was not required to transfer the amounts to Investor Education and Protection

Fund as there was no such amount outstanding during the financial year under

review.

(v) has generally complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointment of

Additional Directors, Alternate Directors and Directors to fill casual vacancies during the

year. During the year under review, there was cessation of one Director due to

resignation.

15. The Company has not appointed any Managing Director/ Whole-time Director/ Manager

during the financial year under scrutiny.

16. The Company has not appointed any sole-selling agent during the financial year.

17. The Company was not required to obtain any approvals of the Central Government,

Company Law Board, Regional Director, Registrar or such other authorities as may be

prescribed under the various provisions of the Act during the financial year.

18. The directors have disclosed their interest in other firms/companies to the Board of

Directors pursuant to the provisions of the Act and the rules made there under.

19. The Company has not issued any shares/securities during the financial year.

20. The Company has not bought back any shares during the financial year.

21. The Company has no preference shares; hence, redemption of the same does not arise.

22. There was no transaction necessitating the Company to keep in abeyance the rights to

dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The Company has not accepted deposits from public during the financial year.

24. The Company has not made any borrowings during the financial year under review.

25. The Company has not made any loans or advances, or given guarantees or provided

securities to other bodies corporate and consequently no entries has been made in the

register kept for the purpose.

26. The Company has not altered the provisions of the memorandum with respect to

situation of the Company’s registered office from one state to another during the

financial year under review.


14

27. The Company has not altered the provisions of the memorandum with respect to the

objects of the Company during the financial year.

28. The Company has not altered the provisions of the memorandum with respect to name

of the Company during the financial year.

29. The Company has not altered the provisions of the memorandum with respect to share

capital of the company during the year under scrutiny.

30. The Company has not altered its articles of association during the financial year.

31. As per explanations given to us, there was no prosecution initiated against or show cause

notices received by the Company and no fines/penalties or any other punishment

imposed on the Company during the financial year for offences under the act.

32. The Company has not received any security deposit from its employees during the

financial year under scrutiny.

33. The provisions of Section 418 of the Act are not applicable to the Company.

Place: Chennai A.KUMAR REDDY

Date: 22.08.2011 Practising Company Secretary

C P No.: 7843

ANNEXURE -A

Registers as maintained by the Company

SI. No. Under Section Name of the Register

1 150 Register of Members

2 193 Minutes of all Board of Directors and General Meetings

3 143 Register of Charges

4 303 Register of Directors

5 307 Register of Directors' Share holding

6 301 Register of Contracts, Companies and firms in which the

directors are interested.

ANNEXURE -B

Returns / Documents / Forms as filed by the Company with the Registrar of Companies / Regional

Director / Company Law Board/Central Government or other authorities from 01.04.2010 to

31.03.2011.

SI.

No.

Form No. Under

Section

Description Date o filing

1. 20B 159 Annual Return made up to the date of AGM

i.e. 30.09.2010.

30.10.2010

2. 23AC &

23ACA

220 Balance Sheet and Profit & Loss Account for

the financial year ended 31.03.2010.

30.10.2010

3. 66 383A Compliance Certificate for the financial year

ended 31.03.2010.

30.10.2010

4. 32 303 Change in Constitution of Board 23.04.2010

5. 32 303 Change in Constitution of Board 15.10.2010


15

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

To

The members of M/S Innovation Software Exports Limited.

Chennai.

We have examined the compliance of conditions of Corporate Governance by Innovation

Software Exports Limited for the year ended on March 31, 2011 as stipulated in clause 49 of

the Listing Agreement of the said Company with Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the

management. Our examination was limited to procedures and implementation 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, we certify that the Company has compiled with the conditions of Corporate Governance

as stipulated in the above Listing Agreement.

We state that no grievance(s) is / are pending for the period exceeding one month against

the Company as per the records maintained by the Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the

Company nor the efficiency or effectiveness with which the management has conducted

the affairs of the Company.

For RAMRAJ & Co.,

Chartered Accountants

Sd/-

Chennai A. AMARNATHA REDDY

Date: 22nd August, 2011 Partner


16

AUDITOR’S REPORT

To

The members of Innovation Software Exports Limited.

1. We have audited the attached Balance Sheet of Innovation Software Exports Limited,

Chennai as at 31st March, 2011 the Profit and Loss Account and the cash flow statement for

the year ended on that date. These financial statements are the responsibility of the

Company’s Management. Our responsibility is to express an opinion on these financial

statements based on our audit.

2. We conducted our audit in accordance with the auditing standards generally accepted

in India. These standards require that we plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from any material misstatements.

An audit includes, examining on a test basis, evidence supporting the amounts and

disclosures in the financial statements. An audit also includes, assessing the accounting

principles used and significant estimates made by management, as well as evaluating the

overall presentation of the financial statements. We believe that our audit provides a

reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report), Order 2003 issued by the Central

Government in terms of Section 227(4A) of the Companies Act, 1956, we enclose in the

annexure a statement on the matters specified in paragraphs 4 & 5 of the said order.

4. Further to our comments in the annexure referred to in paragraph ‘1’ above we report

that:

a) We have obtained all the information and explanations which to the best to

our knowledge and belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by

the company so far as appears from our examination of such books.

c) The Balance Sheet, Profit and Loss Account and cash flow statement are in

agreement with the books of accounts.

d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash flow

statement comply with the Accounting Standards referred to in sub section (3C) of

Section 211 of the Companies Act, 1956.

e) On the basis of the information and explanations given to us and representations

obtained by the company there are no directors of the company who, as at 31st

March 2011, are disqualified under section 274(1)(g) of the Companies Act,1956, from

being appointed as Directors.

f) The Company has not levied or collected any cess for the purpose of rehabilitation

or revival or production of the assets of the sick Industrial Company on its annual

turnover and has not paid to the credit of the Central Government, the said levy as

required u/s 441 A of the Companies Act as the same has not been notified by the

Central Government.

g) In our opinion and to the best of our information and according to the

explanations given to us, the said account read along with the notes thereon give

the information required by the Companies Act, 1956 in the manners required and


17

also give a true and fair view in conformity with the accounting principles generally

accepted in India.

i) In so far as it relates to the Balance Sheet of the state of affairs of the

Company as at 31st March, 2011 and

ii) In so far as it relates to the Profit and Loss Account of the Profit of the

Company for the year ended on that date.

iii)In so far as it relates to the Cash flow statement, of the cash flow for the year

ended on that date.

For RAMRAJ & Co.,


Sd/-


Date: 22nd August, 2011. Partner

M. No.213102


18

ANNEXURE TO THE AUDITOR’S REPORT

(Referred to in paragraph ‘3’ of our report of even date)

As required by the Companies (Auditor’s Report) order, 2003 issued by the Central

Government in terms of section 227 (4A) of the Companies Act, 1956 and on the basis of

such checks of the books and records of the Company, as we considered appropriate and

according to the information and explanations given to us during the course of the audit, we

report that,

1. The Company has maintained proper records showing full particulars including

quantitative details and situation of Fixed Assets. All the assets have been physically

verified by the management during the year which in our opinion is reasonable

having regard to the size of the Company and the nature of its assets. No serious

discrepancies were noticed on such verification. None of the Fixed Assets were

disposed off during the year and therefore do not affect the going concern status of

the Company.

2. In our opinion, the company has not taken / granted loans during the year from / to

parties listed in the register maintained under section 301 of the Companies Act, 1956.

3. In our opinion and in accordance with the information and explanations given to us,

there is adequate internal control procedure commensurate with the size of the

company and nature of its business, for purchases of inventory and fixed assets and

with regard to the sale of goods.

4. In our opinion, and according to the information and explanations given to us, there

are no transactions for purchase / sale of goods, services made in purchase of

contracts or arrangements required to be entered in the register maintained under

section 301 of the register, aggregating during the year to Rs.5,00,000/- or more in

respect of each party.

5. In our opinion, and according to the information and explanations given to us, the

company has not accepted any deposits from public.

6. In our opinion, the company does not have an internal audit system, the scope and

coverage of which needs to be strengthened to make it commensurate with the size

and nature of its business.

7. The Company is not required to maintain any cost records as prescribed by the

Central Government under section 209(1) (d) of the Companies Act, 1956 as the

same is not applicable to the Company.

8. According to the explanations given to us, the provisions of the Employees Provident

Fund and Miscellaneous Provisions Act, 1952 and Employees State Insurance Act,

1948 are not applicable to the Company.

9. According to the information and explanations given to us, there are no undisputed

amounts payable in respect of Sales Tax, Customs Duty and Excise Duty as at 31st

March, 2011, for a period of more than six months from the date they became

payable. Further, according to the information and explanations give to us, there are

no disputed statutory dues pending payment.

10. On the basis of the financial statements, the Company has accumulated loss of

Rs.10,909,445 and the Company has not incurred cash losses during the year.


19

11. The Company has not issued any debentures. According to the records of the

Company examined by us, the Company has not availed any term loan or working

capital limits from any bank of financial institution.

12. The Company has not granted loans and advances on the basis of security by way of

pledge of shares, debentures and other securities. Accordingly, clause 4(xii) of the

Order is not applicable.

13. The Company is not a Chit Fund, Nidhi, Mutual Benefit Fund or a Society. Accordingly,

clause 4(xiii) of the order is not applicable.

14. According to the information and the explanations given to us and based on the

records examined by us, the company is maintaining proper records in respect of the

shares dealt and the said investments (subject to note on investment) have been

held by the company in its own name as per the provisions of the Section 49 of the

Companies Act, 1956.

15. On the basis of information and explanations given to us, the company has not given

guarantee to any Bank or Financial Institution on behalf of other parties.

16. The Company has not taken any term loans. Hence clause (xvi) of para’4(A) is not

applicable.

17. On the basis of our examination of the books of account and the information and

explanation given to us, in our opinion, the funds raised on short term basis have not

been used for long term investment.

18. The Company has not made any preferential allotment of shares to any party listed in

the register maintained under section 301 of the Companies Act, 1956. Hence clause

4(xviii) of the Order is not applicable.

19. The Company has not issued debentures. Hence, clause 4(xix) of the Order is not

applicable.

20. The Company has not raised any money by way of public issues during the year.

Hence clause 4(xx) of the Order is not applicable.

21. According to information and explanations furnished to us no fraud on or by the

company has been noticed or reported during the year other than the shortage of

cash of Rs.12, 79,248/- reported as on 31.03.2002 and same has been charged to

profit and loss account during the previous year 2008-09.

22. On the basis of financial statements, it is explained by the management that

diminution in value of investments, which are not realizable as on 31.03.2011 has been

charged to Profit& Loss Account. In the later year, if realizable, would be credited to

Profit & Loss Account.

23. The nature of the business of the company is such that the clauses II, XIII, XIV of

paragraph 4 of the Companies Act (Auditor’s Report) order 2003 are not applicable.

For RAMRAJ & Co.,


Sd/-


Date: 22nd August, 2011. Partner

M. No.213102


20


No.3/5, Alankar Adarsh, 7th Avenue, Ashok Nagar, Chennai-600 083

BALANCE SHEET AS AT 31ST MARCH, 2011

Particulars SCH 31.03.2011 31.03.2010

SOURCES OF FUNDS Rs. Rs.

Share Holders Fund

Share Capital 1 29,995,124 29,995,124

TOTAL 29,995,124 29,995,124

APPLICATION OF FUNDS

Fixed Assets

Gross Block 10,342,111 10,342,111

Less : Depreciation 9,815,779 9,744,284

Net Block 2 526,332 597,827

Investments 3 - -

Deferred Tax Assets 4 1,439,439 1,421,184

Current Assets Loans & Advances

Sundry Debtors 5 17,238,253 16,107,820

Cash & Bank Balances 6 11,539 62,707

Loans, Advances & Deposits 7& 8 1,138,019 1,138,019

18,387,811 17,308,546

Less: Current Liabilities & Provisions 9 1,267,902 1,792,820

Net Current Assets 17,119,909 15,515,726

Miscellaneous Expenses

Profit & Loss Account 10,909,445 12,460,387

TOTAL 29,995,124 29,995,124

Notes on Accounts & Significant accounting policies As per report of even date

For Innovation Software Exports Ltd., For Ramraj & Co

Sd/- Sd/- Sd/-

N.Aravind A.Anitha A.AMARNATHA REDDY

Director Director Partner

M.No.213102

Place: Chennai

Date: 22nd August 2011.


21

PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2011.

Particulars SCH 31.03.2011 31.12.2010

INCOME Rs. Rs.

Sales 10,526,670 24,870,104

Other Income 10 111,480 111,480

TOTAL 10,638,150 24,981,584

EXPENDITUTRE

Cost of Sales 11 8,715,755 20,308,187

Administrative Expenses 12 318,100 484,980

Depreciation 47,902 48,616

Profit/Loss Before Tax 1,556,393 4,139,801

Provision for Income Tax 11,092 12,370

Profit after Tax 1,545,301 4,127,431

ADD: Deferred Tax Reversal - -

ADD: Deferred Tax Asset 5,641 29,656

Balance Brought forward (12,460,387)

(16,617,474)

Balance carried forward

(10,909,445)

(12,460,387)

Notes on accounts and significant accounting policies 12

Earnings per share 0.52 1.38

Number of Shares 3,000,000 3,000,000

Notes on Accounts & Significant accounting policies As per report of even date

For Innovation Software Exports Ltd., For Ramraj & Co

Sd/- Sd/- Sd/-


Director Director Partner

M.No.213102

Place: Chennai



22

Particulars

As at

31.03.2011

As at

31.03.2010

SCHEDULE- 1 : Share Capital Rs. Rs.

Authorised Capital

3,000,000 Equity Shares of Rs.10/- each 30,000,000 30,000,000

Issued, subscribed & paid up

30,00,000 Equity Shares of Rs.10/- each 30,000,000 30,000,000

LESS: Calls in Arrears 4,876 4,876

TOTAL 29,995,124 29,995,124

SCHEDULE – 3 - Investments - -

TOTAL - -

SCHEDULE – 4 -Deferred Tax Assets

Balance as on 01.04.2010 1,421,184 1,333,734

Add: For the current Year 18,255 87,450

TOTAL 1,439,439 1,421,184

SCHEDULE – 5 - Sundry Debtors

Outstanding for less than 6 months considered good

16,111,413 14,462,070

Outstanding for more than6 months considered good

1,126,840 1,645,750

TOTAL 17,238,253 16,107,820

SCHEDULE - 6 - Cash & Bank Balance

Cash Balance

Cash on hand 1,842 46,254

Bank Balance

Oriental Bank of Commerce 9,697 16,453

TOTAL 11,539 62,707


23

Particulars

As at

31.03.2011

As at

31.03.2010

SCHEDULE – 7 - Loans & Advances

(Unsecured Considered Good)

Tax Deducted at source - Old 79,538 79,538

Tax Deducted at source – 2006-07 13,233 13,233

Tax Deducted at source- 2007-08 7,200 7,200

Jagdish V Thakkar 495,000 495,000

Hasmukh M.Thakkar 434,000 434,000

TOTAL 1,028,971 1,028,971

SCHEDULE – 8 - Deposits

Deposits – Sales Tax 95-96 Appeal 26,448 26,448

Deposits – Sales Tax 95-96 Appeal 79,600 79,600

Deposits – Sales Tax NSC 3,000 3,000

TOTAL 109,048 109,048

SCHEDULE – 9- Current Liabilities& Provisions

Sundry Creditors 1,223,720 1,755,450

Sales Tax Payable - -

Cameo Corporate Services Limited - -

Ramraj & Co 33,090 25,000

Income Tax Provision 11,092 12,370

TOTAL 1,267,902 1,792,820

SCHEDLES – 10 - Other Income

Interest on Loan 111,480 111,480

Misc. Income 0 0

TOTAL 111,480 111,480

SCHEDULES – 11 - Purchses

Purchases 8,715,755 20,308,187

Total 8,715,755 20,308,187

SCHEDULES – 12

ADMINISTRATIVE AND OTHER EXPENSES

Salary 147,200 294,980

Bank Charges 560 1,065

Professional & Consultancy Charges 6,500 20,000

Audit Fees 33,090 25,000

Miscellaneous Expenses 114,600 76,485

Listing Fees & Registrar Charges 12,500 24,000

Postage & Telegrams 3,650 13,450

Share Transfer & Depositories Ser. Charges - 30,000

TOTAL 318,100 484,980


24

SCHEDULE - 2


Schedule of Depreciation as at 31.03.2011 as per Companies Act, 1956

Gross Block Depreciation Net Block

Particulars

01.04.10 Addition Deletion 31.03.2011 1.04.2010

Dep.

During

the Year

31.03.2011 31.03.2011 31.03.2010

Plant & Machinery 267,450 - - 267,450 191,945 11,318 203,264 64,186 75,505

Furniture & Fitting 809,822 - - 809,822 774,087 35,735 809,822 0 35,735

Computer 9,240,242 - - 9,240,242 8,778,230 - 8,778,230 462,012 462,012

Office Equipment 24,597 - - 24,597 23,615 848 24,463 134 982

Total 10,342,111 - - 10,342,111 9,767,878 47,902 9,815,779 526,332 574,233


25

CASH FLOW STATEMENT FOR THE YEAR ENDING 31.03.2011

Amount in '000

As at As at Particulars

31.03.2011 31.03.2010

Cash flow from Operating Activities

Net Profit before tax 1,556 4,139

Adjustment for Depreciation 48 49

Deferred Tax Asset (6) (30)

Provision for Cash Shortage - -

Operating Profit before Working Capital changes 1,598 4,158

Adjustments for Increase/Decrease

Loans and Advances & Debtors (2,174) (5,109)

Current liabilities 524 655

Net cash flow from operations (52) (296)

Cash flow from investing activities

Increase/Decrease in Fixed Assets - -

Increase/Decrease in Investments - -

Cash flow from financing activities

Increase/Decrease in Long term Loans -

-

Net Increase /decrease in cash & cash equivalents (52) (296)

Cash & Cash equivalents in the beginning of the

period

63 359

Cash & cash equivalents at the end of the period

11 63


26

SCHEDULE – 12

STATEMENT ON SIGNIFICANT ACCOUNTING POLICIES AND NOTES ON ACCOUNTS FOR THE

YEAR ENDED 31ST MARCH, 2011

A).SIGNIFICANT ACCOUNTING POLICIES

1. Basis of Accounting

The financial statements are prepared under the historical cost convention on a going

concern basis and accordance with the requirements of the Companies Act, 1956 and

applicable accounting standards.

2. Recognition of Revenue

Finance charges on Hire purchase Contracts have not been recognized during the year in

the absence of its virtual certainty.

3. Fixed Assets and Depreciation

Fixed Assets are stated at actual cost less accumulated depreciation. Depreciation on Fixed

Assets is computed on written down value method at the rates and in the manner specified

under schedule XIV to the Companies Act, 1956.

4. Payment of Gratuity has not arisen and therefore not recognized in the accounts.

5. All other expenditure has been accounted on accrual basis.

6. The Company does not carry any inventory.

B). NOTES ON ACCOUNTS

1. Accounting period

The period of accounts under review is for 12 months

2. Share Capital

During the period under review, the authorized share capital of the Company was not

changed.

3. Audit fees comprise the following.

Particulars As on 31.03.2011 As on 31.03.2011

Statutory Audit 25000 25000

Tax Audit 10000 10000

Certification & other

matters

Total 40000 40000

4. No Remuneration or sitting Fees has been paid to any Directors.

5. Figures have been rounded off to the nearest rupee.


27

6. Previous year figures have been regrouped / reclassified wherever considered necessary.

For Innovation Software Exports Ltd., For Ramraj & Co.,


Sd/- Sd/- Sd/-


DIRECTOR DIRECTOR PARTNER

M.No.213102

Place: Chennai



28

AUDITOR’S CERTIFICATE

We have examined the attached the cash flow statement of Innovation Software Exports

Limited for the year ended 31st March, 2011. The Statement has been prepared by the

Company in accordance with the requirements of Clauses 32 of the listing the agreement

and is based on and in agreement with the corresponding Profit & Loss Account and

Balance Sheet of the Company covered by our report of 22nd August, 2011 to the members

of the Company.

For Ramraj & Co.,


Sd/-

A.AMARNATHA REDDY

PARTNER

Place: Chennai M.No.213102

Date: 22nd August 2011


29

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

A. Registration Details Rs.in '000

Registration Number :

State code : 18

Balance Sheet date : 31.03.2011

B. Capital Raised During The Year

Public Issue : NIL

Right Issue : NIL

Bonus Issue : NIL

Private Placement : NIL

C. Position of Mobilisation and Deployment of Fund

Total Liabilities and Shareholders

Funds : 29,995

Total Assets : 29,995

Sources of Funds

Paid up Capital : 29,995

Reserve and Surplus : NIL

Secured Loans : NIL

Unsecured Loans : NIL

Deferred Tax Liabilities : NIL

Application of Funds

Net Fixed Assets : 526

Deferred Tax Asset 1,439

Investment : NIL

Net Current Assets : 17,120

Micellaneous Expenditure : NIL

Profit and Loss Account : 10,910

D. Performance Of the Company

Turnover : 10,638

Total Expenditure : 9,082

Profit/(Loss) before tax : 1,556

Profit/(Loss) after tax : 1,545

Earning per Share in Rs. : 0.005

Dividend Rate % : NIL

E. Generic Names of Three Principal Products/Services of the Company

Item Code No.(ITC Code) : N A

Product Description : Software Development

For and on behalf of the board

Sd/- Sd/-

Place : Chennai N. ARAVIND A.ANITHA

Date : 22nd August 2011 Managing Director Director


30

PROXY FORM

I / We __________________________________________ of ____________________________________

being a Member / Members of INNOVATION SOFTWARE EXPORTS LIMITED hereby appoint

_______________________________________ of _________________________________ or failing him

_______________________________________________________________________ for me / us on my /

our behalf at the 19th ANNUAL GENERAL MEETING of the said Company to be held 10.00

A.M. on Friday, the 30th September 2011 at No.3/5, Alonkar Aadharsh, 7th Avenue, Ashok

Nagar, Chennai-600 083, and at any adjournment thereof.

Signed this ___________________day ________________ of 2011

Signature(s) of the Member(s) ______________________________

Folio No. _______________________________________________

N.B. (i) This proxy must be deposited at the Registered Office of the Company, not latter

than 48 hours before the time of the meeting. A proxy need not be a member of the

Company. Shareholder / Proxy holder wishing to attend the meeting must bring the

Attendance Slip to the Meeting and handover the same at the entrance duly signed.

………………………………………………………..TEAR HERE………………………………………

INNOVATION SOFTWARE EXPORTS LIMITED No. 3/5, Alonkar Adarsh, 7th Avenue, Ashok Nagar, Chennai-600083

ATTENDANCE SLIP

To be handed over at the entrance of the Meeting Hall hereby record my presence at the

19th ANNUAL GENERAL MEETING at 10.00 A.M. on Friday, the 30th September 2011 at No.3/5,

Alonkar Aadharsh, 7th Avenue, Ashok Nagar, Chennai-600 083.

Name of the Member ____________________________________________________________________

Folio No. ______________________________________________________________________________

Name of Proxy / Representation (In Block Letter)

______________________________________________

(To be filled in the Proxy attends instead of the Member)

Signature of the Member / Proxy present

_____________________________________________________

Revenue

Stamp