smstechsoft (i) ltd annual report 2011-12

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  • 8/11/2019 SMSTECHSOFT (I) LTD Annual Report 2011-12

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    SMS TECHSOFT INDIA] LIMITED

    [FORMERLY KNOWN AS AKL SOFT AND INFOSYS INDIA) LTD.]

    7THANNUAL REPORT

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    SM S TECHSOFT rINDI ] LIMITED

    F o r m e r ly K n o w n sA K L S O F T I N F O S Y S I N D I A ) L I M I T E D

    Regd. Office : 325 Pate1 Road

    Ramnagar

    Coimbatore -64100 9.

    Board of Directors : Mr. V. Jagadish Managing Director

    Mr. Akash Kad andale Director

    Mr. Peran aidu Siddh iah Devraj Director

    Mr. Dilipbhai J Gajjar -Director

    Mr. Dashrathk uma r

    K

    Khatri Directo

    Auditors

    :

    Ashit T. Macwan

    B/14 Sth apty a Nr. Sterlin g Hospital

    Gurukul Ahm edabad-3800 52

    Bankers : Stan dard Chartered Grindlays Bank

    509 D.B.Road R.S. Puram

    Coimbatore 641002

    Stock Exchanges wh erein th e s hares

    Of the Company ar e listed

    1

    The C oimb atore Stock Exchange Ltd.

    Stock Exchange Bu ildings

    Trichy Road Singanallur

    Coimbatore 45.

    2. The Stock Exch ange Mumbai

    25th Floor P.J.Towers

    Dalal Street Fort

    Mumbai 400001.

    3. Th e Madras Stock Exchange Ltd.

    Exchange Building

    Po st Box No. 1 83

    11 Second Line Beach

    Chennai 600001.

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    SM S TECHSOFT INDIA1 LIMITED

    Former ly Known sAKL SOFT INFOSYS INDIA) LIMITED

    NOTICE

    Notice is hereby given that the Annual General Meeting of SMS TECHSOFT INDIA)

    LIMITED [Form erly known a s AKL Soft Infosys India) Limited] will be held at Regd.

    Office at 325, Pate1 Road, Ram Nagar, Coimbatore on 28th September, 2012 at

    10.OOA.M. at the registered office of the company to transact the following business:

    ORDINARY BUSINESS:

    1

    To receive consider and adopt the Audited Accounts of the company for the year

    ended 31stMarch 2012 and the Report of the Directors and auditors thereon.

    2. To appoint Director in place of Mr. Dashrathkumar Khatri, who retires by

    rotation and eligible for re-appointment.

    3. To appoint Auditors, and to fix their remuneration.

    SPECIAL BUSINESS:

    4. To consider and if thought fit, to pass with or without modifications, following

    resolution as ordinary resolution.

    RESOLVED THAT pursuant to Section 198,269, 309, 310 read with schedule XI

    and other applicable provisions,

    if

    any of Companies Act, 1956 and provisions of

    Article of Association of the Company, Mr. Jagadish Vittal, be and is hereby

    reappointed as the Managing Director of the Company for a period of 5 (Five) years

    w.e.f 01/04/2012 on such remuneration as may be decided by the Board of

    Directors in consultation with Shri. Jagdish Vittal.

    4. To consider and if thought fit, to pass with or without modifications, following

    resolution as ordinary resolution.

    RESOLVED THAT

    A

    THAT pursuant to the provisions of section 13, 16, 94 and other applicable

    provisions of Companies act, 1956 or any amendment, modification or re-

    enactment thereof form time to time and in accordance with the provisions of

    articles of association of the company and subject to such approvals, consent,

    permissions and sanctions, if any required from any authority, the existing

    equity shares of the company of the face value of Rs. 101- each be and are hereby

    sub divided into 10 (Ten) equity shares of Rs.

    11-

    each(0ne)and consequently,

    the authorized share capital of the company of Rs. 355000000/- (rupees thirty

    five crore

    fifty

    lacs only) be divided into 355000000(Thirty Five crore fifty five

    lacs only) equity shares of Rs. 11-each(0ne) with effect from the Record Date to

    be determined by the board of directors of the company( The Board which

    term shall be deemed to include any committee whether existing or to be

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    Formerly Known

    as

    AKL SOFT INFOSYS (INDIA) LIMITED

    constituted to execute its powers conferred by this resolution thereof) for the

    purpose.

    B THAT pursuant to the sub division of the equity shares of the company, the issued,

    subscribed And paid up equity shares of the company of the face value of Rs. 101- each as

    existing on the record date, shall stand sub divided into equity shares of the face value of

    Rs.

    11-

    each fully paid up with effect from the record date.

    THAT the ten equity shares of Rs.

    11-

    each to be allotted in lieu of equity shares of Rs.

    101- each shall be subject to terms of the memorandum and articles of association of the

    company and shall rank pari passu in all respects and carry the same rights as existing fully

    paid up equity shares of Rs. 101- each of the company and shall be entitled to participate in

    full any dividend, if any, declared after the sub divided equity shares are allotted.

    D THAT the existing share certificates in relation to issued equity shares of the company

    held by members in physical form be cancelled and in lieu thereof fresh certificates be

    issued for sub divided equity shares in accordance with the provisions of the companies

    [Issue of shares certificates) Rules, 1960 and where members hold equity shares in

    dematerialized form, the sub divided equity shares in lieu of the existing equity shares be

    credited to the respective beneficiary accounts of the members with the respective

    depository participants.

    E. That for the purpose of giving effect to the above resolution, the board be and is

    hereby authorized to do all such things, acts, deeds matters and things including but

    not limited to calling back the existing share certificates and if so decided to issue

    new share certificates without seeking old certificates, to execute all such

    documents, instruments, undertaking and writing as may be required in this

    connection, to delegate all or any of the powers vested in the board to any

    executives of the company and give such direction as may be necessary or expedient

    and to settle any question, difficulty or doubt that may arise in this regard as the

    board in its absolute discretion may deem necessary and its decision shall be final

    and binding.

    5. To consider and if thought fit, to pass, with or without modifications, following

    resolution as ordinary resolution.

    RESOLVED THAT pursuant to section 16 and other applicable provisions, if any of

    companies act, 1956 including any statutory modification and re enactment thereof

    from time to time, the first sentence in the existing clause V of Memorandum of

    Association of the company relating to the share capital be substituted by the

    following.

    V The authorized share capital of the company is Rs. 35,50,00,000/- Rupees Thirty

    five crores Fifty Lacs on1y)divided into 35,50,00,000 equity shares of Rs.11- Rupees

    one only) each.

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    SMS TECHSOFT [INDIA LIMITED

    Former ly Known sAKL SOFT INFOSYS INDIA) LIMITED

    6. To consider and if thought fit, to pass with or without modifications, following

    resolution as a special resolution.

    RESOLVED THAT pursuant to section 31 and other applicable provisions of

    companies act, 1956 including any modification thereof form time to time, the

    existing article 5 of articles of association of the company be substituted by the

    following:

    5.

    The authorized share capital of the company is Rs. 35,50,00,000/- Rupees Thirty

    five crores Fifty Lacs on1y)divided into 35,50,00,000 equity shares of Rs.l/- Rupees

    one only) each.

    Place: Coimbatore By order of the Board of Directors,

    Date: 01/09/2012 FOR SMS TECHSOFT INDIA) LIMITED

    [Formerly known

    as

    AKL SOFT INFOSYS INDIA) LIMITED]

    NOTES:

    1

    MEMBER ENTITLED TO ATTEND ND VOTE AT THE BOVE MEETING IS

    ENTITLED TO APPOINT PROXY TO ATTEND

    ND

    VOTE INSTEAD OF

    HIMSELF/ HERSELF ND SUCH PROXY

    NEED

    NOT

    BE MEMBER

    OF THE

    COMPANY. INSTRUMENT OF PROXY N

    ORDER

    TO BE EFFECTIVE MUST BE

    RECEIVED BY 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 24th Sept. 2012 to 28th Sept. 2012 both days inclusive).

    3. As a measure of economy, Annual Report will not be distributed a t the Meeting.

    So, members are requested to bring their copy of Annual Report with them to

    the Annual General Meeting.

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    SM S TECHSOFT (INDIA ) LIMITED

    Former ly Known

    as

    AKL SOFT INFOSYS INDIA) LIMITED

    EXPLANATORY STATEMENT PURSUANT TO SECTION 1 7 3 f 2 1 OF

    TH

    COMPANIES ACT. 1956

    I t e m N o - 4

    Mr. Jagdish Vittal was appointed as Director on the Board of the Company since

    incorporation. He was appointed as Managing Director of the Company for a term

    of 5 years. Board decided to continue him as Managing Director and hence wants to

    re-appoint him as Managing Director for a term of 5 years w.e.f. 01/04/2012

    subject to approval by share holders of the Company in General Meeting.

    Remuneration payable to Mr. Jagdish Vittal as Managing Director will be decided by

    Board of Directors in consultation with Mr. Jagdish Vittal.

    None of the directors, except Mr. Jagdish Vittal are interested or concerned in the

    resolution.

    JtemN o

    5.6

    7

    With a view to enhance the shareholders wealth, easy accessibility of the equity

    shares of the company to small shareholders, Borad of directors at their meeting

    held on s t Sept, 2012 considered and recommended the sub division of equity

    shares of the company form the present Rs 101- per share to Rs. I / per share. It is

    expected that

    If

    sub divided, it will increase its affordability and provide better

    liquidity.

    Accordingly, The authorized share capital of the company of Rs. 35, 50,00,000 will

    be sub divided into 35, 50,00,000 equity shares of Rs.l/- each. The issued,

    subscribed and paid up share capital as existing on the record date for the purpose

    of sub division of equity shares will be sub divided into equity shares of the face

    value of Rs. I / - per share each fully paid up.

    Consequent to sub division of equity shares of the company It is necessary to

    amend clauses relating to share capital of the company in the memorandum and

    articles of association of the company. Accordingly, resolution at item no 6 ara

    also placed for approval of members. The consent of members is being sought in

    accordance with the provisions of section 13, 16 and 9 4 and other applicable

    provisions of companies act, 1956.

    Directors of the company are concerned or interested in the resolution to the extent

    of their shareholding in the company.

    Place: Coimbatore

    By order of the Board of Directors,

    Date: 01/09/2012

    FOR SMS TECHSOFT INDIA) LIMITED

    [Formerly know n

    as

    AKL SOFT INFOSYS N D IA ) LIMITED]

    CHAIRMAN

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    SMS TECHSOFT fINDIA] LIMITED

    Formerly Know n sAKL SOFT INFOSYS INDIA) LIMITED

    DIRECTORS REPORT

    7 01

    The Members,

    Your Directors have pleasure in presenting the Annual Report of the Company

    together with the Audited Accounts for the financial year ended on 3lStMarch 2012.

    1 Financial Results

    (Rs. in lacs)

    Particulars

    2011-12 2010-11

    Sales

    Other income

    Depreciation

    Profit/ Loss before Tax 01.94

    Profit/Loss after Tax 01.22

    During the current year your company has achieved a reasonable level of

    growth. We are hoping that the phenomenal growth shall be achieved during the

    next coming years.

    Mr. Dashrathkumar Khatri, Director of the company retires at the ensuring

    Annual General meeting and eligible for re-appointment.

    3. Personnel

    Your directors wish to place on record their appreciation for the contribution to

    growth of the business made by employees at all levels. Information as required

    pursuant to section 217(2A) of the companies Act, 1956 has not been given, as it

    is not applicable.

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    Formerly Known as AKL SOFT INFOSYS (INDIA) LIMITED

    4

    Auditors

    M/s Ashit T. Macwan, Chartered Accountants, Ahmedabad, Auditor of the

    Company retire at th e conclusion of ensuing Annual General M eeting and being

    eligible, offer themse lves for R e-appointment.

    5. Deposits

    During the year, C ompany has n ot accepted int er co rpora te D eposits, which falls

    und er Section 58A of C om panies Act, 195 6.

    r w , Techmlo-~nd E x c h a n ~ e

    The additional information required to be disclosed in terms of notification

    No.1029 dated 31St December, 19 98 issued by th e D epartm ent of Company

    Affairs, Ministry of Finance is no t applicab le.

    Pur suan t to Section 217(2A] of Companies Act, 19 56, th e Directors confirm tha t:

    i. In th e prep aratio n of Annual Accounts, app ropr iate accounting standa rd have

    been followed.

    ii. App ropriate accounting policies have been selected and applied consistently

    and judgments and estimates made tha t are reasonable and prude nt so as to

    give tru e an d fair view of state of affairs of th e com pany a t the e nd of

    financial ye ar end ed 31 st March, 2012.

    iii. Proper and sufficient care has been taken for the maintenance of adequate

    accounting records in accordance with the provisions of Companies Act,

    19 56 for safe guarding the a ssets of the company an d for preventing and

    detecting fraud and oth er irregularities.

    iv. The Annual Accounts have been prep ared on going concern basis.

    8

    Auditor s O ualific atio~

    Auditors have qualified their report to the members of the Company. In this

    connection directors of the Company have discussed th e sa me a t arm s length on

    the recommendation of audit committee and have imitated to take necessary

    action s o as to sh ow fair view of sta te of affairs of the c om pany in the coming

    financial yea r.

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    SM S TECHSOFT INDIA] LIMITED

    Former ly Known as AKL SOFT INFOSYS INDIA) LIMITED

    9. Preferential issue of shares;

    During the financial year, Your company has issued 30000000 shares on

    preferential basis to promoters/ other than promoters to raise fund for future

    expansion programme of the company.

    10. Report on Cor~ or ate overnance

    Compliance Report on Corporate Governance is a part of Annual Report is

    annexed herewith.

    Your Directors wish to please on record their appreciation of the whole hearted

    co-operation extended to company from various departments of the central and

    state governments, company bankers and financial institutions and employees

    of the company and look forward for the same cordial relationship in coming

    years.

    PLACE: COIMBATORE

    DATE 01/09/2012

    FOR

    ND

    ON BEHALF. OF THE

    BO RD

    CH IRM N

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    SMS TECHSOFT [INDIA] LIMITED

    Formerly Known asAKL SOFT INFOSYS INDIA) LIMITED

    ANNUAL REPORT 2011 12

    REPORT O F THE DIRECTORS ON CORPORATE GOVERNANCE

    The Securities an d Exchange Board of India SEBI) constitu ted th e Comm ittee on

    Corporate Governance to prom ote and raise the stan dar d of Corpo rate Governance

    of listed com panies. The Com mittee has made recomm endation on th e composition

    of the board of directors, aud it committee, board proced ure etc.

    The company has taken necessary steps to comply with the clause of 9 of the

    revised Listing Agreement given below is the repost of the Directors on the

    Cor porate Governance.

    REPO RT ON CORPO RATE GOVERNANCE

    1. COMPANY S PHIL OSO PHY ON CODE OF CORPORA TE GOVERNANCE:

    The Company believes in functioning in a transparent manner with the basic

    philosophy being to enhance the Shareholder value, keeping in mind the needs and

    interest of other stakeholders, in compliance thereof. The following information is

    placed before the shareh olders.

    1. BOAR D OF DIRECTORS

    Nam e of Directo r Category No. of At ten de d Last AGM

    Board Attendance

    Shri Akash

    Kadandale

    Meeting

    Shri V. Jaga dish Mg. Director 8

    8

    Promoter director

    I l Y e s I

    Yes

    Shri Peranaid u Non executive

    8 8

    Devraj

    Indep enden t Director

    Shri. Dilipbhai

    J

    Non Executive

    8 8

    Gajjar Ind epe nd ent Director

    Shri. Non Exe cutive

    Yes

    Yes

    Dasharathkumar

    K.

    Indepe nden t Director

    8 8

    Khatri

    Yes

    No Directors are having Chairmanship of mo re than five com panies where they ar e

    director.

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    SMS TECHSOFT INDIA] LIMITED

    Formerly Known sAKL SOFT INFOSYS INDIA) LIMITED

    In line with the requirements of the code of the corporate governance, the board of

    directors comprises of three members. However, Your Company is trying its level best

    to accomplish the revised clause-49 of listing agreement.

    Name of Director

    ShriV Jagadish

    Shri Akash Kadandale

    Shri Peranaidu Devraj

    Shri. Dilipbhai Gajjar

    Shri. Dashrathkumar Khatri

    Company does not have any system of payment of remuneration to independent

    Directors.

    Other Directorship

    (No. of Company)

    5

    Further during the year, meeting of Board of Directors was held Eight times.

    A

    declaration signed by Shri

    V

    Jagadish, Managing Director of the company according

    compliance of sub-clause (ID) of Clause 49 of the listing Agreement is attached

    herewith forming part of his Annual Report.

    2 AUDIT COMMITTEE

    Presently the company has Five Directors. The company has independent internal

    Auditors who submit the report to the management on monthly basis and action is

    taken on the same by the Managing Director on regular basis.

    Pursuant to the revised clause 49 of the listing agreement, the company has appointed

    Audit committee consisting of followings:

    (i) Mr. V

    Jagadish

    Chairman

    (ii) Mr. Peranaidu Devraj Member

    (iii) Mr. Dilipbhai Gajjar

    Member

    The scope of committee includes.

    a. Review of company s financial reporting process and the financial statement.

    b.

    Review internal control systems and functioning of internal audit process.

    c. Post audit review with statutory auditors.

    During the year under review, Audit committee met four times where all the members

    attended meetings.

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    SMS TECHSOFT INDIA3 LIMITED

    Formerly Kno wn asAKL SOFT INFOSYS INDIA) LIMITED

    3

    REMUNER ATION COMMITTEE

    No rem uneration w as paid to directors during the year an d they have waived their par t

    of rem une ration . No sitting fees a re payable to any D irector.

    Rem uneration c om mittee con sisting following:

    (i) Mr. Pera naid u Devraj -Chairman

    (ii) Mr. Akash Jag dish -Mem ber

    (iii.) Mr. Da shra thku ma r Khatri -Mem ber

    4 SHAREH OLDERS COMMITTEE

    The company has complied the requ irement of the su b clause

    VI

    (A), (B) of the clause

    49 of the Listing agreemen t.

    The composition of shareh old ers cum investors grievance com mittee wa s as follows:

    i) Mr. Akash Kad andale Ch airman

    (ii) Mr. Pera naid u Devraj M emb er

    During the year, the company and their Registrar and Share Transfer Agents M/s

    Sharepro services India Pvt. Ltd. has not received any complaints. It is policy of the

    company to give reply of shareh olders complaint within the time frame prescribed by

    th e SEBI/Stock Exchanges.

    The Share received for transfer is approved on 15th and 30th of the each month and are

    given effect by th e R egistrar and Share Transfer Agent.

    MIS

    Sh arep ro services India Pvt. Ltd, wa s app oin ted as com mo n Agent for electronic as

    well as physical sh are transfer w ork.

    There a re no special resolutions passed by the compan y through postal ballot at any of

    the above an nual general meeting.

    6

    DISCLOSURES:

    Location

    325 , Patel road, Ram nagar,

    Coimbatore, Tamil nadu

    Date

    30/09/2009

    30/09/2000

    30/09 /2011

    (A)

    During the year under review, the quarterly unaudited results were taken on

    record b y th e Board of Directors at th e end of mo nth of respective qua rter.

    However in term s of clause 4 1 of Listing Agreement, the sam e were furnished to

    Type

    AGM

    AGM

    AGM

    Time

    10.0 0 AM

    10.00 A.M.

    10.00 A.M.

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    SMS TECHSOFT fINDIA1 LIMITED

    Former ly Know n

    as

    AKL SOFT INFOSYS INDIA) LIMITED

    the concerned stock exchanges were also circulated in the newspaper within

    the stipulated time.

    (B)

    Company has followed accounting standards diligently.

    C)

    Further, company is in the process of lying down risk assessment system.

    D) Further, company has received any funds through capital market during the

    year.

    E)

    Transaction with related parties have been properly disclosed in notes to

    accounts and discussed a t length by audit committee.

    F)

    Management discussion and analysis report is attached to and forms part of this

    report.

    G)

    Further, Shri

    V

    Jagadish, Managing Director of the company as certified to

    board of directors of the company regarding compliance of sub-clause v) of

    clause 49 of listing agreement.

    7

    MEANS OF COMMUNICATION:

    The means of communication between the Shareholders and company are transparent

    and investor friendly. Steps are being taken to display the corporate results on the

    EDIFAR Corporate website, which is being developed.

    8 GENERAL SHAREHOLDERS INFORMATION

    Annual General Meeting: Date: 28/09/2012

    Date, Time Venue)

    Time 10.00 a.m.

    Venue: 325, Pate1 Road,

    Ram Nagar,

    Financial Calendar

    Date of Book Closure

    Dividend Payment Date

    9

    m

    oimbatore

    1st April 2011 to 31St March 2012

    From 24th Sept.2012 to 28th Sept. 2012

    Both days inclusive)

    No Dividend declare

    The Bombay Stock Exchange Limited-531838

    The Madras Stock Exchange Limited

    The Coimbatore Stock Exchange Limited

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    Formerly Known as AKL SOFT INFOSYS INDIA) LIMITED

    MONTH

    April, 2011

    May, 2011

    M/s. S ha rep ro serv ices India Pvt. Ltd.

    13 AB Sm itha W areh ous ing Complex, Sakinaka Teleph one Lane,

    Sakinaka, And heri [East

    Mumbai

    400 072

    Fax: 2859156

    Prom oters an d Relatives

    ,

    Banks/ FII/ FI

    Public

    Body Corp orate

    NRI

    14

    HARE TRANSFE R SYSTEM;

    HIGH (RS.)

    N.A.

    N.A.

    The share transfer w ork is handled by registrar and trans fer agen t for the company.

    Share Transfers ar e registered and dispatched w ithin a period of thirty days from the

    date of th e lodgm ents if the tra nsfe r docum ents are c orrec t an d valid in all respects.

    LOW IS.)

    N.A.

    N.A.

    une,

    2011

    July,

    2011

    August, 2 0 1 1

    September, 2 0 1 1

    October, 2011

    November,

    2 0 1 1

    December, 2 0 1 1

    January, 2012

    February,

    2012

    March, 2012

    N o

    of

    S h a r e s

    1748000

    0

    32846516

    462684

    0

    P e r c e n t a g e

    4.99

    0.00

    93.69

    1.32

    0.00

    N.A.

    N.A.

    N.A.

    N.A.

    N.A.

    N.A.

    5.00

    4.25

    3.99

    3.01

    N.A.

    N.A.

    N.A.

    N.A.

    N.A.

    N.A.

    1.00

    1.47

    2.47

    2.32

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    SM S TECHSOFT CINDI ] LIMITED

    F o r m e r l y K n o w n as A K L S O F T I N F O S YS I N D I A ) L I M I T E D

    Outstanding GDRs/ADRs/Warrants or any Convertibles N.A.

    instruments and conversion date and likely impact on Equity

    Address for Correspondence

    325, Pate1 Road,

    Ram Nagar

    Coimbatore

    35014000 equity shares out of 35057200 Equity shares of the company have been

    dematerialized as at 31St March, 2012 representing 99.87 of total paid-up capital of

    the company.

    For and On behalf of the Board of Directors

    Date 01/09/2012

    Place Coimbatore

    Mr.

    V

    Jagadish

    Managing Director

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    Formerly Known

    as

    AKL SOFT INFOSYS INDIA) LIMITED

    MANAGEME-NT DISCUSSION AND ANALYSIS

    1 Overall Review

    The overall perform ance during the financial year 2011-1 2 has be en satisfactory.

    2

    Financial Review

    Total tur no ve r for th e ye ar end ed 31 March, 201 2 was Rs. 71.45 lacs. This

    increase was mainly on acc ount of impro veme nt in manufacturing process and

    sales promotion drive. Better working capital management was also one of the

    emph asis on which prope r weightage was laid upon.

    3 Internal Control System and their adequacy

    Considering the s ize of the company, your company has adequate system of

    internal control to provide reasonable assurance tha t assets ar e safeguarded and

    protected from unauthorized use o r deposi tion.

    4 Business Environment

    The Performan ce of the company for the ye ar u nde r review w as satisfactory.

    5 Risk and Concern

    The building, plant and machinery, vehicle and stocks of the company are

    adequately insured.

    6

    Cautionary Statement

    Statements in this report on management Discussion and analysis may be

    forward looking s ta tem ents within th e meaning of appl icable securi ty laws or

    regulat ions. These s tatements are based on certain assumptions and

    expec tations of futu re events. Actual re sults could however, differ m aterially

    from those expressed or implied. Important factors that could make a different

    to the Company's operat ions include global and domest ic demand supply

    conditions, finished goods prices, ra w m aterial co st and availabili ty and changes

    in gove rnme nt regulat ion and tax s t ructure, economic developm ent within India

    and the countries with which the company has business contacts and other

    factors such a s l it igation and industrial relations.

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    SM S TECHSOFT [INDIA) LIMITED

    Former ly Known

    s

    AKL SOFT INFOSYS INDIA) LIMITED

    The Company assumes no responsibilities in respect of forward looking

    statements which may be amended or modified in future on the basis of

    subsequent developments, information of event.

    Y ORDER

    OF THE

    BO RD

    OF DIRECTORS

    Place: Coimbatore

    For

    SMS TECHSOFT INDIA) LIMITED

    Date 01/09/2012

    Formerly Known as KL SqFT INFOSYS INDIA) LTD)

    Mr.

    V

    agadish

    Chairman

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    SMS TECHSOFT fINDIA] LIMITED

    Formerly Known as AKL SOFT INFOSYS INDIA) LIMITED

    CERTIFICATION BY MANAGING DIRECTOR TO T HE BOARD

    I

    Mr.

    V.

    Jagadish, Managing Director of the

    SM S TECHSOFT [INDIA LIMITED

    [Formerly know n a s

    AKL

    Soft Infosys India) Limited]

    certify tha t:

    1

    I have reviewed the financial statements for the year and that to the best of my

    knowledge a nd belief:

    a. These state me nts do not contain any materially untru e state me nt or omit any

    material fact or contain statem ents th at m ight be m isleading.

    b. These s tate m ent s give a tr ue and fair view of the sta te of affairs of th e company

    and of the results of operations and cash flows. The financial statements have

    been pre pa red in conformity, in all material re spects, with t he existing generally

    accepted accoun ting principles including Accounting Stan dards, applicable laws

    and regulations.

    2. These are, to th e be st of our knowledge and belief, no transactions entered into by

    the company during the year which are fraudulent, illegal or violative of the

    company s code of conduct.

    3.

    I

    accept overall responsibility for th e company s intern al con trol system an d

    financial reporting. This is monitored by the internal audit function, which

    encompasses the examination and evaluation of the adequacy and effectiveness.

    Internal aud it work s w ith all the levels of managem ent an d statutory auditors and

    reports significant issues to the Audit Committee of the Board. The auditors and

    aud it com mittee a re apprise d of any corrective action taken with reg ard to

    significant deficiencies and material w eakne ss.

    4.

    I

    indicate to the auditors an d to t he audit comm ittee:

    a. Significant change s in internal control over financial reporting during the year.

    b. Significant change s in accounting policies during the year;

    c. Instances of significant fraud of which w e have becom e aw are of and which

    involve management or other employees who have significant role in the

    company s intern al control system over financial reporting.

    However, during the yea r there w ere no such changes o r instances.

    Date 01/09/2012

    Place Coimbatore Managing Director

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    ormerly ~ n o w n

    s

    AKL SOFT- INFOSYS INDIA) LIMITED

    DECLARATION BY THE CHAIRMAN MANAGING DIRECTOR AB OU T

    CORPORATE GOVERNANCE

    I,

    Mr.

    V.

    Jagad ish Chairm an Managing Director of

    SM S TECHSOFT INDIA)

    LIMITED [Formerly know n as AKL Sof i Infosys Ind ia) Limited] hereby confirm

    purs uant to clause 49(1)(d) of the listing agreem ent that:

    1

    Th e boar d of d irec tors of SMS Techsoft (India) Limited [Formerly know n as AKL Soft

    Infosys India) Limited] has laid dow n a code of cond uct has been placed on th e

    company's website.

    2.

    All the m em bers of the board as well as senio r manag em ent personal have complied

    with the said code of conduct for the year ended 31 March 2012.

    Place: Coimb atore

    Date: 01/09/2012

    Mr.

    V.

    Jagadish

    Chairm an Managing Director

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    -FT fINDIA) LIMITED

    Former ly Known sAKL SOFT INFOSYS INDIA) LIMITED

    To,

    The Members of

    SMS TECHSOFT INDIA) LIMITED

    [Formerly known as AKL soft lnfosys India) Limited]

    We have examined the compliance of the conditions of corporate Governance by SMS

    TECHSOFT INDIA) LIMITED

    [Formerly know n as AKL Soft Infosys Ind ia) Limited]

    for the year ended on March

    31,

    2012, as stipulated in Clause 49 of the listing

    Agreements of the said Company with the Stock Exchanges.

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

    management. Our examination was limited to a review of the procedures and

    implementation thereof adopted by the Company for ensuring the compliance of the

    conditions of Corporate Governance as stipulated in the said Clause. It is neither an

    audit nor an expression of the opinion on the financial statement of the Company.

    In our opinion and to the best of our information and according to the explanations

    given to us and based on the representations made by the Directors and the

    Management, we certify that Company has complied with the conditions of Corporate

    Governance as stipulated in Clause 49 of the above-mentioned Listing Agreement.

    We state that such compliance is neither as 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.

    Place

    Ahmedabad

    Date 01/09/2012

    For, ASHIT T. MACWAN

    Chartered Accountants

    Ashit T ~ a c w a n

    Proprietor

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    To

    The Mem bers of

    SMS TECHSOFT INDIA ) LIMITED

    [Formerly kno wn as AKL Soft Infosys India) Limited]

    Coimbatore.

    We have examined the compliance of the condit ions of corporate Governance by

    SMS TECHSOF T [INDIA] LIMITED

    [Formerlv kno wn as AKL Soft Infosvs /India)

    Limited7

    for the yea r end ed on March

    31,

    2012 as st ipulated in Clause 49 of th e

    list ing Agreemen ts of th e said Company with t he Stock Exchanges.

    The comp liance of cond it ions of Corporate Governance is the respon sibil i ty of th e

    management . Our examinat ion was l imi ted to a review of the procedures and

    implementat ion thereof adop ted by the Company for ensurin g the compliance of the

    conditions of Co rpora te Governance as s t ipulated in the sa id Clause. It is neither a n

    audi t nor an express ion of the opinion o n the f inancia l s ta te me nt of the Company.

    In o ur opinion and t o th e bes t of ou r informat ion an d according to th e explanat ions

    given to us and based on the representa t ions made by the Di rec tors and the

    Management w e certify tha t Company has complied with th e condit ions of

    Corporate Governance as s t ipulated in Clause 49 of the above-mentioned Listing

    Agreement.

    We s ta te that such compliance s nei ther as assurance as to th e futu re viabil ity of th e

    Company nor the efficiency or effectiveness with which the management has

    conducted t he affairs of the Company.

    Place : Ahmedabad

    Date : 01 / 09 / 2012

    For ASHIT T. MACWAN

    .

    Chartered Accountants

    ,

    .

    __ . Proprie tor

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    AUDITOR S REPORT

    To

    The M em bers of

    SMS TECHSOFT (INDIA) LIMITED

    [Formerly know n as AKL Soft Infosys lndia ) Limited]

    Coimbatore

    We have audited the attached Balance Sheet of

    SMS TECHSOFT (INDIA) LIMITED

    [Formerly known as AKL Soft Infosys India) Limited], as at 31st March, 2012

    togeth er with the Profit Loss Account and the Cash Flow sta tem en t for the year

    ended on th at date annexed thereto. These financial state m ents are the

    responsibility of the com pany s manag ement. Our responsibility is to express an

    opinion on these financial statem ents based on o ur audit.

    We conducted o ut au dit in accordance with auditing standa rds generally accepted in

    India. Those standards require that we plan and perform the audit to obtain

    reasonable assurance about whether the financial statements are free of material

    misstatement. An audit includes examining, on a test check basis, evidence

    supporting th e am ounts and disclosures in the financial stateme nts. An a udit also

    incIudes assessing the accounting principles used and significant estim ates m ade by

    management, a s well as evaluating th e overall f inancial sta tem ent presentation. We

    believe th at o ur au dit provides a reasonable basis for our opinion.

    As requ ired b y the C ompan ies (Auditor s Report) Order, 2003, issu ed by the Central

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

    we give in the anne xure a statem ent on the matters specified in paragraph 4 5 of

    the said order.

    Fur ther to our com ments in the annexure referred to above, we repor t tha t :

    a.

    We have obtaine d all th e information and explanations which to th e best of our

    knowledge an d belief w ere n ecessary for the p urpos e of our Audit;

    b.

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

    the company so far as i t app ears from o ur examination of books of accounts.

    c. The Balance Sheet, Sta tem ent of Profit and Loss and Cash flow sta tem en t dealt

    with by this rep ort a re in agreem ent with the books of account;

    d.

    In ou r opinion the Balance Sheet, Profit Loss Account and Cash Flow

    statement dealt with this report are in compliance with the accounting

    sta nd ard s referred t o in Section 21 1 (3C) of the c om panies Act, 1 956.

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    e.

    On the b asis of wri t ten representa t ions received f rom th e di rec tors as on 31St

    March, 2012 and taken on record s by the Board of Direc tors , w e repo rt tha t

    none of the di rec tors of the com pany ar e disquali fied f rom being appointed as

    direc tors of th e com pan y un de r clause g) of sub-section 1) of section 274 of

    the companies Act, 195 6.

    f.

    In o ur op in ion and to the be s t of o ur in forma t ion an d accord ing to the

    explanation given to us, the said accounts read together with the Significant

    Accounting Policy and Notes thereto give the information required by the

    Companies Act, 1956, in th e mann er so requi red and give a t rue fa i r v iew in

    conformity with t he accoun ting principles generally accepted in India;.

    1) In th e case of th e Balance Sheet, of th e st ate of affairs of the com pan y as on

    31st March, 2012;

    ii) In th e case of th e sta tem en t of Profit Loss, Acco unts of th e Loss for the

    yea r ended o n tha t da t e ; and

    iii) In th e case of th e Cash Flow Stateme nt, of the cash flows for th e year end ed

    on tha t da te .

    Place

    :

    Ahmedabad

    Date

    :

    0 1 / 0 9 / 2 0 1 2

    For Ashit T. Macwan

    Chartered Accountants

    Ashit

    T.

    Macwan)

    Proprietor

    Mem No. 10 78 91

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    ANNEXURE REFERRED TO IN PARAGRAPH

    3

    OF OUR AUDITORS REPORT OF

    EVEN DATE OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED

    3lSt

    MARCH 2 12

    On the basis of such checks as we considered appropria te and the terms of the

    informat ion and explanat ions given to us, we sta te tha t :

    1 (a) The C ompany has mainta ined prop er reco rds sho wing full par ticulars

    including qua nti tat iv e and si tuation of fixed assets.

    (b) As explained to us fixed assets ar e not physically verified by the ma nagem ent

    at reaso nab le intervals in a phased verificat ion pro gram , which in ou r

    opinion i s not reason able looking to the s ize of the company a nd th e natu re

    of i ts business.

    (c) In ou r opinion, th e com pany has not disposed off any substa ntial pa rt of i ts

    fixed assets so as t o effect in i t going concern.

    2.

    The Company doe s not hold any stocks of f inished goods, s tores , spar e par ts ,

    work-in-progress or raw materials. Hence the question of physical

    verificat ion, reconcil iat ion, maintenance or records, discrepancies or

    valuat ion doe s no t ar i se .

    3 . In respect of loans, secured or unsecured, granted or taken by the company

    to f rom com panies, f i rms, or othe r par t ies covered in the register m ainta ined

    un de r Section 30 1 of th e Companies Act, 1956 .

    (a)

    The company has no t g ran ted o r taken any loans secured o r unsecured to

    companies, f irms o r other p ar t ies cov er in the register m ainta ined und er

    Sect ion 3 0 1 of the C ompanies Act, 1 95 6 dur ing the year .

    (b)

    In o ur opinion and according to the informat ion and given to us, the ra te of

    interest, when ever appl icable and othe r te rms and condi t ions in respect of

    loans given taken by the company are not pr ima fac ie pre judic ia l to the

    interest of the company.

    (c)

    In respect of loans taken by the company, these a re repayable on dem and

    and therefore t he quest ion of overdue amounts d oes not ar i se .

    4 In our opinion and according to the informat ion and given t o us, there are

    adequate internal cont rol procedures commensura te wi th the s ize of

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    5. (a)

    On the basis of the audit procedure performed by us, and according to the

    information and explanations given and representations given to us, we are

    of the opinion that , there were no t ransact ions in which d irectors were

    interested as con temp lated und er Section 297 a nd sub - section (6) of Section

    299 of th e C ompanies Act, 1 95 6 and s o question of making entrie s in the

    register m aintained und er Section 30 1 of the said Act, does not arise.

    In o ur op inion and according to th e information an d explanations given to us,

    ther e were no t ransact ions made in pursuance of contracts or arrangements

    exceeding the value of rupe es five lacs du ring the year, so the question of

    making entries in t he Register maintained u/s 301, do no t arise.

    The compa ny has n ot accepted any depos it from public cover u/s 58A of the

    Companies Act 1 95 6 read along with com panies (Acceptance of deposits)

    rules 19 73 an d the directive issued by the R eserve Bank of India.

    The Company has a n in ternal audi t sys tem comm ensurate wi th th e s ize and

    natu re of i ts business.

    The Central Government has not prescribed maintenance of cost records

    und er section 209 (1) (d) of the Companies Act, 19 56 for any of the p roducts

    of th e compan y.

    According to the. information an d explanations given to us no dispu ted

    am oun ts pa yable in re spe ct of Income Tax, Sales tax, Custom d uty and Excise

    du ty were ou t s tand ing as a t

    31st arch, 2012 except th e following:

    The Company has acc umulated losses but incurred profit both a t the end of

    the financial yea r a nd in th e immediately p receding year.

    On the basis of the records examined by us and the information and

    explanation given to us, the company has n ot defaulted in paym ent of dues to

    financial institutions, banks o r deb entu re holders.

    As examined to us, the Company has not granted any loans or adva nces on

    the basis of security by way of pledge of shares, de ben ture s, or an y other

    securities.

    In our opinion, th e company is not a chit fund or a nidhi fund mutual

    benef it fun d society. Therefore, clause 4(xiii) of th e Companies (Auditor s

    Report o rde r 200 3 is not applicable.

    In o ur opinion a nd acco rding to th e information an d explanation given to us,

    the Company is not dea ling in or trading is respec t of shares, securit ies

    debentures and other investments. According to the provision of clause 4

    (xiv) of the com panies (Auditor Report) or de r 200 3 are no t applicable to the

    company.

    According to the information and explanation given to us, and the

    representat ions ma de by the management , the Company has n ot g iven any

    gua ran tee for loans taken by othe rs from any bank o r financial insti tution.

    The company has no t ra ised any term loan during the year und er review.

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    17.

    According to the informat ion and explanat ion given to us and on overa l l

    examination of the financial statements of the company and after placing

    re l iance on the reasonable assumpt ion made by the company for

    classification of long ter m a nd s ho rt ter m usage s of funds, w e a re of th e

    opinion tha t , prima-facie , long term funds have not been ut il ized for sh or t

    t e rm purposes .

    18

    The companies have made preferential al lotment of 3,00,00,000 shares of

    par t ies and co mpanies covered in the register mainta ined u/s 30 1 of the

    Companies Act, 1956 .

    19. The Company has not i ssued any debentures.

    20.

    The Com pany has n ot i ssued an y money by w ay of publ ic i ssue, dur ing the

    21. According to t he ihformation a nd explanat ion given to us, an d to th e be st of

    ou r knowledge an d benef i t, no f raud on o r by the Company, has b een not iced

    or by th e company, du r ing the year tha t c lauses the f inancia l s ta tem ents to b e

    material ly misstated.

    For A shit T. Macwan

    _ .

    .

    Chartered Accountants

    Place: Ahmed abad

    Date : 01/09/2012

    Mem No. 107891

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    Si~nificantAccountin? Policies

    Basis of Preparation of Financial Statements

    Th e Financial Statem ents of th e Company have been p rep ared in accordance

    w ith Gen erally Accepted Accounting Principles in India Indian GAAP). Th e

    Company has prepared theses Financial Statement to comply in al l material

    aspe cts wit h the notified Accounting Sta nd ard s by Companies Accounting

    Standards) Rules; 20 06 as amended) an d the re levant provisions of the

    Companies Act, 195 6.

    The Company follows mercanti le system of accounting, unless stated

    otherwise.

    The Accounts are prepared on the his tor ica l basis and on the Account ing

    Principles of on Going Concern.

    Accounting Policies no t specifical ly referred t o oth erw ise ar e consistent and

    in consonance with generally accepted Accounting Principles. In applying

    Accounting Policies, considerat ion has been given to Prudence, Substance

    over form a n d Material i ty.

    Expenses and Income considered payable and receivable respect ive ly are

    generally acco unted for o n Accrual Basis.

    Change in Accounting Policy

    Presenta t ion and Disc losure of the Financia l Sta tements dur ing the year

    end ed o n 31St March, 2012 t he revised Schedule VI notified u nd er th e

    Companies Act, 1 9 56 has become applicable to th e Company, for prepara t ion

    and presentat ion of i ts Financial Statements. The adoption of revised

    Schedule VI does not impact recognit ion and measurement principles

    followed for pr epa rat io n of Financial Statements. How ever i t has significant

    impact on presenta t ion and disc losures mad e in the f inancia l s ta tements . The

    compan y has a lso reclassi fied the previous ye ar f igures in accordance wi th

    the req ui rem ents appl icable in the curren t year .

    Use of Estimates

    The prepara t ion of Financial Sta temen ts requi res es t imates an d assum pt ions

    to b e made tha t a ffect the re por ted amo unt of asse ts and l iabil it ies as on the

    date of the f inancia l s ta tements and the repor ted amount of revenues and

    expenses d ur ing the repor t ing per iod. Difference betw een the ac tual resul t

    and es t imates ar e recognizes in the per iod in which the resul t s a re known

    material ized.

    Fixed Assets Method of Depreciation Amortization and Impairment

    Th e Gross Block of Assets is sho wn at th e Cost, which includes taxes, duties

    and oth er ident if iable , d i rec t expenses w hich a re a t t r ibutable to acquisit ion

    of fixed asse ts an d oth er di rec t expenses and ov erhea ds incurred up to da te

    on which such ass e ts we re f i rs t put to use less accumulated deprecia t ion a nd

    impa irmen t loss .

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    b)

    Expenditure incurred during Construction / Erection period is included

    under Capital Work-in-Progress and allocated to the respective Fixed Assets

    on Com pletion of Construction / Erection.

    c)

    Depreciation has bee n provided in the books on WDV me thod basis a t th e

    rat e a nd th e method as specified under schedule XIV to t he Companies Act,

    1956

    d)

    The com pany evalua tes impairmen t of losses on the Fixed Assets whe never

    even ts or changes in circumstances indicate that th eir carrying amou nts may

    not be recoverable. If such assets are considered to be impaired, the

    impairment loss is then recognized for the amount by which the carrying

    am ount of the a ssets exceeds recoverable a moun t, which is the higher of an

    assets net selling price and value in use.

    6)

    Employee Benefits

    Contribution to the Provident Fund, Pension Fund, Other Funds and Leave

    encashm ent paid during the year are being charged to Profit Loss Account.

    7) Investments

    Long Term Investments are stated at Cost. Provision for diminution in the

    value of Long Term Investments is made only if such a decline is oth er than

    tem porary in the opinion of the Management.

    8)

    Accounting for Taxes on Income

    Income Tax e xpenses comp rises of Current Tax ,,Defe rred Tax Charge or

    Credit. Provision for Current Tax is made with reference to Taxable Income

    Computed for the A ccounting period, for which the Financial Statem ents ar e

    prepa red and applying the tax rates a s applicable.

    9)

    Provision, Contingent Liabilities and Contingent Assets

    Provisions involving substantial degree of estimation in measurement are

    recognized when the re is a present obligation as result of pas t events and it

    is probable th at th ere will be an outflow of resources.

    10) Revenue Recognition

    a)

    Revenue recognized w hen it is earn ed an d no significant uncertainty exists as

    to its realization or collection and is recorded on gross value including

    CENVAT and VAT.

    b)

    Reve nue from Jo b w ork income is recognized on ,delivery of the p roducts,

    wh en all significant contractua l obligations have be en satisfied.

    c)

    Other incom e is accounted on accrual basis.

    11) Earnings per Share

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    Basic Earnings pe r s ha re a re calculated, by dividing th e n et profit o r loss for

    the yea r at t r ibutable to equi ty shareholders by the weighted average numb er

    of equity shares outstanding during the year. Diluted Earnings per share

    reflect the potential dilution that could occur if contracts to issue equity

    shares w ere exercised o r conver ted dur ing th e per iod. Diluted earnings per

    equi ty share are computed using the weighted average number of equi ty

    shares and dilutive potential equity shares outstanding during the period,

    except whe re th e results are anti-dilutive.

    Segment Information

    The co mpany is' primarily engaged in a single segm ent business of

    providing In forma tion Technology related services..

    Leases

    Land subje ct to ope ratin g leases is included un de r Fixed Assets. Rent (Lease)

    paym ent is recognized in the profit loss account on a paym ent basis over

    the lease term.

    CENV T Treatment

    (a)

    Revenue from operations and Cost of Materials Consumed are inclusive of

    Excise Duty Levied. Th e excise dut y paid ne t of CENVAT claim ed is acc oun ted

    separately.

    (b)

    Unutilized balan ce of CENVAT claimable a t the ye are nd h as b een acco unted

    and disclosed separately under the head Short Term Loans an d Advances

    and the CENVAT 'component at the yearend inventories has been adjusted

    accordingly.

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    SMS TECHSOFT INDIA) LIMITED

    [Form erly kno wn as AKL Soft Infosys (India) Limited)

    Balance Sheet as at 31st March. 2012

    I Note 2011-2012 2010-2011

    N O N CURRENT LIABILITIES I -

    I.

    EQUITY and LIABILITIES

    Shareholders' Funds

    (a) Sha re Capital

    (b) Reserves an d Surplus

    2

    (a) Long Term B orrowings .

    b)

    Othe r Long Te rm Liabilities

    urre nt Liabilities

    [b) Tra de Payables

    Icl Other Cur rent Liabilities

    TOTAL- I

    11 ASSETS

    3

    .

    Non C urre nt Assets

    0

    0

    (d) Sho rt Term Provisions

    Ial Fixed Assets

    0

    109,853

    10,500

    0

    0

    0

    63,000 0

    (i) Tangible Assets 4

    (ii) Capital wor k in pr ogre ss

    (b) Non Current Investmen ts

    fcl Long Term Loans Advances

    0

    109,853

    0

    I

    .

    ..

    [d) Other Non Curre nt Assets

    6

    i j Short Te rm ~ o a n s Advances

    TOTAL- 11

    For Ashit T. Macwan

    .. For SMS TECHSOFT (INDIA) LIMITED

    Char tered ~c co un ta&, , . .

    :>

    Formerly known as

    AKL

    Soft Infosys (India)

    .

    ...

    :,

    .

    .

    . .

    . . .

    . . . . . .

    . ,

    .

    . . ,

    ,

    \

    . .

    . . ?

    , . ~.:..

    .

    (Ashit T. Macwan)

    ... .. .+..

    .

    ..'

    '.>

    '

    ,

    .

    Proprie tor (Mem. NO:

    1078hf

    Place- Ahm edabad

    Date: 1/9/2012

    Director Director

    Place: Coimbatore

    Date: 1/9/2012

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    SMS TECHSOFT INDIA) LIMITED

    Formerly known as

    AKL

    Soft Infosys India) Limited

    Satement of Profit Loss Account for the year ended on 31st March, 2012

    Note 2011-2012 2010-2011

    EXPENSES

    a) Cost of MateriaIs consumed

    b) Purchase of Stock in Trade

    c) Change in inventory of finished goods, stock in

    trade and work in progress

    d)

    Employee Benefit Expenses

    e) Other Expenses

    Finance Cost

    depriciation and amortisation

    TOT L EXPENSES

    Profit before Exceptional Items and ~xtraordinary

    0

    0

    0

    Items and Tax VI-VII)

    Exceptional Items

    Profit before Extraordinary Items Tax VIII-IX)

    Extraordinary Items

    Profit before Tax X-XI)

    l 2)

    Diluted

    0 0

    0

    0

    0

    9

    4

    Tax Expenses

    1)

    Current Tax

    2)

    Deferred Tax

    Profit for the period XII-XIII)

    Earning per Equity Shares

    I)

    Basic

    For

    Ashit T. Macwan

    For

    SMS TECHSOFT

    (INDIA) LIMITED

    Chartered Accountahts

    [Form erly kn ow n as AKL Soft Infosys

    (India) Limited]

    Ashit T. ~a c w a n ) .

    a

    y

    5

    l l

    Proprietor Director Director

    Mem. No.

    107891

    0

    194,148

    0

    194,148

    Place

    :

    Ahmedabad

    Date

    1/9/2012

    3,747,931

    1,250,007

    0

    1,952,919

    6,950,857

    194,148

    0

    499,773

    0

    499,773

    61,650

    10,500

    121,998

    0

    PIace Coimbatore

    Date

    :

    1/9/2012

    3,891,779

    2,161,912

    0

    448,416

    6,502,107

    499,773

    0

    0

    499,773

    0

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    SMS TECHSOFT (INDIA] LIMITED

    Formerly known as KL Soft Infosys (India) Limited

    Particulars 2011-2012 2010-2011

    I

    NOTE

    1.1 Share Capital

    (Rs-3 (Rs-)

    Authorised Share Capital

    3,55,00,000 equity shares of Rs. 101- each

    Authorised Share Capital increased w.e.f. 14th February,

    2012

    3,00,00,000 Shares allotted on 13th March, 2012 on

    preferential basis at its face value of Rs. 101- fully paid

    Issued, Subscribed paid up Share Capita1

    3,50,57,200 equity shares of Rs. 101- each fully paid up

    NOTE

    -1.2

    Reconciliation of Share Capital

    Particulars

    355,000,000

    Opening balance

    Add: Addition during the year

    Closing Balance

    55,000,000

    350,572,000

    2011-12

    Equity Shares of

    Rs. 101- each

    5,057,200

    30,000,000

    35.057.200

    50,572,000

    Rs. 101- each

    NOTE 1.4

    SharehoIders hoIding more than 5 of

    shares 2011-12 2010-11

    N L

    0 0

    NO I E

    1 3

    Shares in the Company held by other Com3any

    NOTE 1.5 Aggregate no. of shares for the last five years

    Particulars

    N L

    0 0

    Equity Shares of

    Rs. 101- each

    Equity Shares of

    Rs. 101- each

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    NOTE 1.6 Amount of Un~aid alls bv

    Particulars

    I

    2011-121 2010-111

    Directors I 0

    I

    Officers

    I

    0

    0 I

    NOTE

    1.7

    Terms/ rights attached to issued equity shares:

    During the year Company has issued 3 00 00 000 equity sha res by way of preferential

    allotmen t at its face valu e of Rs. 101- pe r sh ar e fully paid. Newly issued s ha re s shall rank pari-

    passu w ith existing sh are s of the Company. And th ese s har es a re su bjected to lock-in period as

    follows:

    Date upto which non tra nsferable

    No. of

    Shares Disti.

    Nos

    12 / 3 / 2015

    1 2 / 3 / 2 0 1 3

    NOT

    -2

    Reserves Surplus

    Capital Reserve

    Capital Redem ption Reserve

    Security Premium Reserve

    Debenture Redemption Reserve

    Revaluation R eserve

    Sha re Options Outstan ding Account

    Other Reserve

    Surplus: Balance as pe r last balance sh ee t

    Preliminary Expense

    Public Issue Expen se

    Add: Profit for the yea r

    TOTAL RS.

    NOTE

    3

    Other Long Term Liabilities

    Sundry C reditors

    NOTE

    1.8

    The Com pany has only o ne class of equity sha res a t par value of Rs. 101- per share.

    Each holder of Equity sha res is entit les to one vote per share.

    In the event of l iquidation the holders of equity shares will be en tit led to receive remaining

    asse ts of the Company after d istribution of all preferential am oun ts. The distribution will be in

    proport ion to the num ber of Equi ty shares held by the sh are holders.

    1746590

    28 253 410

    2 0 1 1 - 2 0 1 2

    0

    0

    0

    0

    0

    0

    0

    -7 005 683

    0

    0

    121 998

    -6 883 685

    5057201

    6803790

    6803791

    35057200

    2 0 1 0 - 2 0 1 1

    0

    0

    0

    0

    0

    0

    0

    -6 962 215

    -74 137

    -469 104

    499 773

    -7 005 683

    2 0 1 1 - 2 0 1 2

    109 853

    2 0 1 0 - 2 0 1 1

    109 853

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    2010 2011

    8 209 536

    8 946 000

    189 512

    17 345 048

    NOTE Long Term Loans Advances

    Unsecured and considered doubtful

    Advance recoverable in cash o r kind o r for the value to be

    received

    Advance tow ards capital items

    Sund ry Deposits

    TOTAL RS.

    NOTE 6 Other Non Curret Assets

    Unsecured and considered doubtful

    more than 6 months

    Others

    TOTAL RS.

    NOTE

    1.5

    2011 2012

    8 209 536

    8 946 000

    189 5 12

    17 345 048

    NOTE

    7

    Cash Cash Equivalents

    Cash Balance

    Bank Balance

    TOTAL RS.

    2011 2012

    2 389 416

    0

    2 389 416

    2010 2011

    2 389 416

    0

    2 389 416

    2011 2012

    2 956 713

    1 105 000

    4 061 713

    2010 2011

    1 773 394

    139 902

    1 913 296

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    SCHEDULE 4 FIXED ASSETS

    P RTICU L TS

    GROSS BLOCK

    Land

    Building

    Plant Machinery

    Cost as on

    01/04/2011

    DEPRICI TION NET BLOCK

    dditio ns Disposal Upto

    1 321 604

    10 000 000

    7 600 000

    s on

    31/03/2012

    Total

    31/03/2012

    301 321 604

    8 960 550

    3 922 774

    s on

    31/03/2011

    For th e Year

    1 321 604

    9 432 158

    4 556 596

    300 000 000

    0

    0

    Total as on

    31/03/2012

    0

    0

    0

    0

    567 842

    3 043 404

    301 321 604

    10 000 000

    7 600 000

    0

    471 608

    633 822

    0

    1 039 450

    3 677 226

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    SMS TECHSOFT INDIA) LIMITED

    Formerly known asAKL Soft Infosys India) Limited

    particulars

    NOTE

    8

    Revenue from Operation

    Project Income

    Other Income

    TOTAL Rs

    Business Promotion E xpense

    31 03 2012

    5 592 185

    402 820

    5 995 005

    76 994 112 535

    31 03 2011

    TOTAL

    Rs

    6 516 527

    222 820

    6 739 347

    1 250 0071 2 161 912

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    SMS TECHSOFT INDIA) LIMITED

    Formerly known as AKL Soft Infosys India ) Limited

    CASH FLOW STATEMENT FOR THE YEAR ENDED

    ON 31

    MARCH,

    2012

    Amount in Rs.

    PARTICULARS 31/03/2012 31/03/20111

    CASH FLOW FROM OPERATING ACTIVITIES

    Net Profit before Tax

    Adjustment for

    a) depriciation

    b) Financial Inte rest cha rges

    Operating profit before working capital changes

    Adjustment for chan ges

    in

    working capital

    c) sundry creditors

    d) sundry debtors

    e) loan advances and cu rrent assets

    Cash generated from operations

    f ) taxes paid

    Cash

    flow from

    operating activities -A

    15013726

    2495538

    5160486

    Net increase/decrease in cash cash equivalents

    A+B+C)

    Cash Cash equivalents as at

    31/03/2011

    Cash Cash equivalents as at

    31/03/2012

    CASH FLOW FROM INVESTING ACTIVITIES

    [g) purch ase on fixed ass ets

    [h) capital work in pro gress

    Net Cash used in investing activities

    B

    300000000

    0

    300000000

    22669750

    1261580

    -1261580

    CASH FLOW FROM F1NANC.E ACTIVITIES

    i) increase in capital

    (j) Financial Inte rest Charges

    Net Cash Flow from Financing Activities -C

    2139267

    1913296

    4052563

    300000000

    1036319

    298963681

    2045888

    1867408

    1913296

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    11)

    The figures for the previous year have been rearranged and regrouped

    wherever necessary so as to confirm to the current year classification

    As per attached report on even date

    For Ashit T Macwan

    Chartered Accountants

    Mem No 107891

    Place Ahmedabad

    Date 01/09/2012

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    SMS TECHSOFT INDIA)

    LIMITED

    Formerly known as

    KL Soft

    Infosys (India) Limited

    Registered ffice

    325, Pate1 Road, Ramnagar, C oimbatore-641009, Tam ilnadu

    Annual G enekal Meeting to be held on 28th Septem ber, 2 012

    Reg. Fo lio No.

    I/We

    of in th e dis tri ct of

    Being a mem ber/m emb ers of the above named Company hereby appoint

    of in th e distr ict of

    or failing him of in the district of as

    my /our proxy to vote me / us on my/ ou r behalf a t the Annual General Meeting of

    the Com pany to b e held a t 1 0.00 AM on 28 th Septe mb er, 20 12 a t 325, Pate1 Road,

    Ramnagar, Coimbatore-641009, Tamilnadu.

    Signed this da y of 2012.

    Signatu re Re. Revenue Sta mp

    Note: Th isf orm in order to be effective should be duly stampe d completed and signed and mus t be

    deposited at the Registered f ice of the Company not less than 8 hours before the meeting.

    SMS TECHSOFT INDIA) LIMITED

    Formerly known as AKL Soft Infosys (India) Limited

    Registered ffice

    325, Pate1 Road, R amnagar, C oimbatore-641009, Tamilnadu

    TTEND NCE

    SLIP

    Annual General M eeting to be held on 28th Sep tem ber , 201 2

    Regd. Fo lio No.

    I certi fy that I am t he regis tered/proxy for the shareholder of the Company.

    I hereby r ecord my pres ence a t the Annual General Meeting of th e Company at 10.00

    AM on 28th Septem ber, 2 012 a t 325, Patel Road, Ramnagar, Co imba tore-64 1009 ,

    Tamilnadu.

    M em ber s/Prox y na m e in BLOCK Letters