AKL SOFT AND INFOSYS (lNDlA) LTD

14THANNUAL

REPORT

YEAR ENDED . 3{. O3.2OO9

AKL SOFT AND INFOSYS(INDIA) LTD. NOTICE of the l4h Annual GeneralMeeting Noticeis hereby given that the l4h AnnualGeneral Meetingof the
Members of "AKL SOFT AND INFOSYS(TNDIA)LIMITED" will be hcld on Monday, the 30'h Sep 2009at 10.00am at 325, PatelRoad,Ram Nasar.Coimbatore 641 009 to transact the followingbusrness:to

ORDINARY BUSINESS L To receive, consider and adoptthe AudrtedBalanceShcctof the companyas at 31" March2009and Profit andLossAccountfor the financial the yearended on as thatdatealongwith Reports the Boardof Directors Auditorsthc theron. of and 2. To appointa Directorin the placeof Mr.K.N. Vittal who retircsby rotationand beingeligible,offershimselffor re -appointment. 3. To appoint Auditorsandfix therrremuneration. the By ordcrof the Board Sd,/- Jagadish V. Managing Director

Place : Coimbatore Date : 28'hJuly 2009

NOTES L A membcr entitled attend to andvotc at the meeting entitled appoint PROXY to is to a attend and\roteon his behalfandthe proxy so appointed nccdnot be a member the of company. Proxiesto bc eff'ective, must be delivered the Registered at Officc of the company lessthan48 hoursbefore not meeting. 2. The Share Transfer Book andRegister Membcrs the company of of vvillremainclosed from 28'hSeptember 2009to30'hSeptember 2009both daysinolusive.

AKL SOFT AND INFOSYS(INDIA) LTD.

DIRTCTOR'S REPORT TO SHARE HOLDERS Your directors happyto present are you the l4l' AnnualReportofyour Companyfor the yearended I " March2009 3

PERFORMANCE Thc financialyear, under review was particularlya very unfavourable one to the soflwareindustry. The slow down of the westemeconomies adversely affected the Indian to sofiware industry suffered lossof Rs. 7,0t,045 for the yearascompared Rs. 12,76,566 in a to last year. Your directors hopethat in the currcntyear the companywill be ablc to post a
h-rf.'r ^a.+hffirn,.a

DIVIDEND In view of the losssuffered the company dividend by no couldbe recommended.

DEPOSITS The Cornpany has not acccpted within thc meaning Scction of any Fixed Deposits, 58A of Companies 1956. Act,

DIRECTORS Mr. MANI VIJAYARAGHAVAN is rctiring by rotation at the ensuingAnnual General Meeting and being eligible offers himself fbr reappointment.Mr.Mani Vijayaraghavan a successful is business manhavingycarsof experience management. in His in will bc beneficial theorganization. continuation theboard to

CONSER\"{TIO\ OF ENERGY, TECHNOLOGY, ABSORPTIONAND FOTEIGN EXCHA\GE EARINGSAND OUT CO: During the year underreportthere was no manufactunng activity in the company. Nou neu technology has bccn adoptedor absorbed and there was no foreign exchange eaminss outso. or

PARTICULARS OF

EMPLOYEES UNDER SECTON 217 {2A) OF

THE

COMPANIESACT, I956. Therc are no employees falling within the limits prescribed the Section211 (2Al by and as such the requirement statement of under the provisions the said sectionis not of attached. DIRECTORSOF EMPLOYEES UNDER SECTION 217(2A\ OF THE COMPANIES ACT, 1956. Thc boardof directors herebv confirmthat:

i)

In the preparationof the annual accounts.the applicableaccounting standards had been fbllou'ed.

ii)

The accounting policies are reasonable and prudent and are consistently followcd to givc a truc and fair vicw ofthe stateof affairs ofthe company.

iii)

Propcrand sufficientcareis takenfor thc maintenance adequate of accounting recordsfor safeguarding assests the company and for preventionand of dctcction fraud irregularities. of or

IV)

The annualaccounts have been preparedon a'going concem' basis.

Now the saidauditors retiring are with the conclusion the ensuing of AnnualGeneral Meetingand are offering,thcmselves reappointment. said auditors for The haveconfirmed thetheirappointment wouldbe wcll withinthe limitsprescribcd Section (l-B) of the by 224 Comnanies 1956. Act.

AUDIT COMMITTEE The Board of directorshave constituted Audit Committcc,the composition an of whichis asfollows:
l.

Mr.K.N.Vittal

2 . Mr. Mani Vrjayaraghavan

AUDIT OBSERVATIONS As regards observation the madeby Auditorsregarding non-recoverability loans of andsundrydebtors, steps bcingtakento recover same. are the

Steps alsotakento register landin the nameofthe Company. are the

ACKNOWLEDGEIIENT

Your directorsli ish to thank the Governmentagencies,authoritiesand Departments, bankers,customersand employeesfor their suppofi and co-opcration.

For andon behalfof thc Board Place: Coimbatore Date: 28'h July2009 Sd /-V. Jagadish Managing Director

REPORT OF THE AUDITORSTO THE MEMBERS

SOFT AND INFOSYS We have auditedthe attachedBalancedSheet of AKL Profit and loss Accountfor the the (INDIA) LIMITED as at 31" March2009and annexed on yearended thatdate.
with auditing standardsgenerally acccptedln t . we conductedour audrt rn accordance reasonable requtrethat we plan and perform the audit to obtain India. These standards are free from any material assurance about whether the financial statements basis' evidence supporting the misstatement.An audit rncludes examining on test

amountsanddisclosuresinthefinancialStatements'Anauditalsoincludes,assess as madeby management' wcll the accountingprinciplesused and significantestimates

asevaluatingtheoverallpresentationofthefinancialstatements.Webelievethato basisfor our opinion audil pror idcsa reasonable

2 . (i)

which to the best We have obtainedall the information and explanations of proposals our audtt' for knowledge and belief were necessary the

of our

(ii)

by law havebeenkept by as In our opinionproperbooksof accounts, requircd ofthosebooks' form our examination so the company far asappears to in this reportare and Sheet the Profit andLossAccountreferred The Balance with in agreement the booksof accounts' andProfit andLossAccountdealtwith by the Shect In our opinionthe Balance rcferredto in Section standards with the accounting reportare in compliance Act 2l I (3C)of theComPanies 1956'

(iii)

(i r )

(v)

furnishcd us, we areofthe opinton to Bascdon thc information explanation and for as that noneof the directors disqualifies appointment a Directorof thc are Act in of 27a( ) (g) of theCompanies 1956. l company terms Section

(vi)

In our opinion and to the best of our infbrmationand accordingto the given to us, subjcct to recoverability loans and advances of explanations amounting Rs-14,19,972 to and arnounting Rs.76,24,830 Sundrydebtors to to the which rn our opinionarenot recoverable, lossis understated thc cxtentof policiesand not with Accounting together Rs.90,44,802 the saidaccounts and Act, 1956in the mannerso give the information requiredby the Companies requiredand thc BalanceSheetgives a truc and fair views of stateof the affair as to 31" March 2002 andthe Profit and LossAccountgives Company's on a tme andfair vicw of the lossfor theyearended that datc.

3. As required by the Manufacturing and other Companies(Auditors report) order 1988 issuedby the Company Law Board in terms of Section 227 (4A) of the Companics Act 1956 and on the basis of information and explanationgiven to us and books and records cxamined by us in the normal course of our audit and to thc best of our knowledge and belief',we furthcr statethat

3.(i). The company has maintainedproper recordsshowing full particularsincluding As thc quantitativedetailsand situation of fixed assets. per thc information and explanationsgiven to us thc fixed assetshavc been physically verified by thc havebeennoticed duringthe periodand no materialdiscrepancies manascnlent are yet to be transferredin on such veriflcation except that certain fixed assets the namc of the comoanv.

(i)

None of the lhed assets havc bccn rc.,aluedduring the year.

(ll)

The companv has not taken loan from the partieslisted in the registersmaintained under Section30 I of the Companies Act, 1956 and from companies under the

samemanagerrent definedunderSection as 370 ( lB) ofthe Companies Act, 1956.

(iii)

The companyhas madeadvances the natureof loansto somcpartiesand the in samewas yet to be repaid.We were informedby thc companythe sameis no recovcrab le.

(iv)

In our opinion and accordingto the information and explanations given to us, there are adequate intemal control procedures,corrrlensurate with the size of the company and nature of its business, for the purchase of stores, raw materials including components,plant and machinery, equipmentsand other assetsand for sale of goods.

(u)

The company has not acceptedany depositswithin the meaningof section 58A of the CompaniesAct, 1956 and the rules framed there under.

(vi)

In our opinion, the companyhas adequate intemal audit system.commensurate with the size and natureof the business.

(t

We wereinformed thatthe company not required maintain costrecords is to the prcscribedby the Central Govemmentunder Section 209(I ) (D) of the Act. Comnanics 1956.

(ii)

According to the information given to us the company is not covered under Providcnt Fund Act and Employee StateInsuranceAct.

According thc information explanations to and givento us,thereareundisputed amounts,payablein respectof Income Tax, Sales Tax and Excise Duty outstanding a periodexceeding monthsason the balance for six sheet date.
(n)

According to the information and explanations givcn to us no pcrsonal expcnses employees directors of or havebeencharged thc rcvenue to account other that thosepayableundercontractual obligations in accordance or with generally accrpted busincss practices.

(')

The companyis not a sick industrialcompanywithin thc meaningof Clausc (O) of Section 3(l) of the sick industrial (special companies provisions) Act

it
I
(vr)

1985.

In our opinion rest of the clauses the said order are not applicable the of to company.

Place : Ahmedabad Date :

For, Apaji Admin & Co. Chartered Accountants

(T.B. Sethna) Partner

.\KL SOFT AND I\SOF\'S (INDIA) LIMITED

B.\LA\CE SHEET.\S AT 3I-03-2009
DESCRIPTION O SO T ' R C E S F F U N D S : Fund hare holders Share hare Capital Share Rescr I TOTA'
APP PPLICATION OF FUNDS: FixerdA s s e t s ixe Inve: rvestments '. ; I.UIT loans& Ad\ anccs urrentAssets. s Currcnt Asset Inventories SundryDebtors Cash & Bank Balance

SCHEDULE

As at 31" Mar. 09

As at 31" NIar.O8

2,19,02.254 2,79,02.250 0 0 250 2,79,02.2542.79.02

< nr t a t n 0

0 3 1 5
r,r ro oi'r

0-

t4,!2p72

la,nl,ioin 1459,658
1 , 2, 3 9 , 6 5 5 I r,50,r30s l , 5 0 , 3 9 , 6 5 5
69275 | )r 6n n)5

loqry4 Adrances Liabiliries pt*i"ont & Less Currcnt es5: Cuncntliabilities Provl!ions

69,758 U 49,69,89'7 78,60,925 79.02.250

N;i Currcnl Assets et

Expcry!itule Mis liscellanequs TO' OTAL

t.4e.51,64 78.73,t7 2,79,02,25

For Apaji Admin & Co. ACCOUNTANTS CHARTERED DIRECTOR

(T.B.SETHNA) PARTNER P L A C E :A H M E D A B A D DATED : 18i06i2009 DIRECTOR PLACE: COIMBATORE DATED :2810712009

l0

AKL SOFT AND INSOFYS(INDIA) LIMITED

FORTHE YEAR ENDED31-03.2009 & PROFIT LOSSACCOLINT DESCRIPTION SCHEDULE
As at 31" Mar. 09 As at 31" Mar.08

Other Income

or
61
9
r1o ' "5 "0: 0 ' 1 i

{,os+
4,654

Cost Personnel ex Otheroperating pense\

1ono 5,050
) )41q4

Charges !ina4ggq!
Dgplectatton

l!

I,750

N"t I-g5i from opEation bcforetaxatron for Provision Taxatron ioss Ffter Taxation b/f Balance from prwious Year
galance in nrofit & lossaccount

lz:. tz:,Uq,sla)l rz.os+r

For ApajiAdmin& Co. CHARTEREDACCOLINTANTS DIRECTOR

( T . B .S E T H N A ) PARTNER DIRECTOR

PLACE: AHMEDAB-\D 2009 DATED : 18i06

PLACE: COIMBATORE DATED : 2810712009

ll

SCHEDLLE .{\\EXED TO BALANCE SHEET AS ON 3I-03-2009

Description As at 31"NIar.O9 SCHEDULI I _ SHARE CAPITAL Share Capital Authorised 55 . 0 0 . & Issued. Subscribed paidup capital As at 31"Mar.08

s5,00,000

r ozi r f o . e s l 9 . 7 l . 1 g g q u i l y h o r e i R s l u - e a c h u l l yp a i d T .) <n -^*1., -- ^L T partly Rs.2.50 l0/- each t ^ of equity share Rs. 28,99,700 paid up ait pafiy of I ,8.+,400 equityshares Rs.I 0/- eachRs.5.00 paid up
SCHEDULE3.SUNDRYDEBTORS
good) (Unsecuredand considered More than 6 months Others

l , 9 7 ,1 , 0 0 0 3

2,'79,02,25 2.79.02.250

14,t9.97
14 I q q7

\4t:Btt
I t4.19,972 t4,M,542 5r201 6,915
14.59.658

SCHEDULE4-CASHAND BANK BALANCES

CashBalance Bank Balance StandardChutt.t"d Grindlays Bank t4 7104

t 5,20
5lA

11.1'7. SCHEDULEs-LOANSAND ADVANCES doubtful Unsecured considered in recovcrable cashor kind or for the Value Advances to be received
Advance torvardscapital items

78,25,95
4t to
4 o'7

I 'l

7x t5 q55

Deposits Sundry

{},30,000 4,070
r ) t A t )o ) <

I,21,60,0 NT LIABILITIES SCHEDULE6_CURRENTI Creditors Sundry

AO7(R

69.758 69,758

l2

Description
SCHEDULE7 _ MISCELLANEOUSEXPENDITURE

As at

As at

31" Mar.09 31"'Mar.08

Expenditure Preliminary Expenditure PublicIssue Profit andLossAccount

74 , t 3
L Aq 1nt

'7 4.]:7 104 4,69, 73,1T,684

7t ,o a'

T8,13,t'7 SqHEDULEI -OTqER TNCOME on Intercst bankdePosits

+.oqs

SCHEDULE 9 _ OTHER OPERATION EXPENSES

A u d i tF e e s know'howwrittenoff Technical .I!.nt.t Preliminary grtten off writtenoff expenses Publicissue

e3,121
17t R55

l!'514

SCHEDULE IO _ FINANCAL CHARGES

Bank chargesand commission
1'7 | 75

s{50
< n50

ll

SCHEDULE_ 2 FIXED ASSETS

PARTICULARS

BLOCK GROSS

Depreciation Forthe 'teal

Total on As 31.032002

NetBlock As on As on 31.03.2009 31.032009

COST ON ADDITIONS Total AS 31.032003 01.04.2002

13,21,604 Build ngs Plant Machinery & Equipments Vehicle 3,32,549 48,97,104

'13.21 604

00
57,669 0

0 57669

'13,21 .604 ,601 1321 2,74,880 2,74384

3 32.549

4897104 1888,704 0

400 18,88 701 3008400 30,08 68,373 83,976 83,976

1,52,349
? 7 qA r ?

1,52 349

68373

3,75,623 204544 0 2,16,620

67,438 0

2,A0,544 1,75,079 1,75,079 67,438 1,49j82 1,49,182

2 4n4
'l ,40

puter 'com UPS

AirConditioner Total Previous Year

2,16,620

26,s00
27,500 73,59,849 7359849

2,404 0 37,500
3,289 0

24,096

24,096
34211

34,211

7359849 2288,421 0 0 73598491963626.8

50,71,428 22,88,42150,71,428

324794 22,88,42150,71,428

l4

SCHEDULE: 14 NOTESON ACCOUNTSACCOUNTINGPOLICIES BASISOF ACCOUNTINC basis. and costconvention on accrual underhistorical are statements preparcd The financial

FIXED ASSETSAND DEPREDCIATION of all at are FixedAssets stated costandincludes expenditure Capitalnature with the rate had been provided on straight Line Method in accordance Depreciation during on Act XIV of the Companies 1956.Deprcciation additions underSchedule specified o1' It to basiswith rcference the dateof installation. respect on the year is provided pro-rate deprcctatton is thc up costing to Rs.5.000 each, policyof the company to charge1007o assets or are in theycar in which suchassets installed put to use as for is no However, depreciation provided the yearunderconsideration thereis no business durinsthe vear.

to (ir')1. Provident Fundis not applicable the company' to gatuity is not applicable the company' (ir')2. At present

OTHER NOTESON ACCOUNTS

l. )

3.

4.

NIL' on outstanding Capitalaccount valueof Contact Estimated incurrcdrelatingto Public Issueis a morlisedover a period of 10 Expcnditure years. of in advance the nature loan which in Aduun.. recoverable cashor kind includes are and 1brwhich confirmations the regarding interest arewithoutany stipulation no as of ln not obtainecl. thc absence stipulation to intercst portionsof the interest as hasbeenconsidcred accnted. capacity Not applicablc 1-03-2008capcity 31-3-2009 Information Statistical
Not applicable

Not applicable (ii) Installed Capacity

Not applicable K G S/ N D S

l5

Turnover Raw material Raw material Finished Goods Raw material consumed Production Stockin Hand Ralv Material Opening stock Closing stock FinishedGoods Opening stock Closingstock SemiFinished Goods Opening stock Closingstock

NIL NIL NIL NIL

NIL NIL NIL NIL

NIL NIL NIL NIL NIL NIL

\IL \IL NIL NIL NIL NIL

and Value and Percentage imported and indigenousravn'materials storesconsumed of (i) Raw material-indigeno NIL us NIL ( ii) Stores NIL consumed-lndigenous NIL
l.

Valueof importson CIF basis (i) Capital Goods (ii) On Stores Spares and

NIL NIL

NIL NIL

2 Expenditure Foreign in Currency

(a) On Foreign Travel (b) On Storesand Spares

NIL NIL

NIL NIL

3. ManagerialRemuneration Remuneration Managing Director to

(i) Salary NIL (ii) Money value perquisites NIL of

4 . Break of AuditFees up

NIL NIL

For Audit For OtherServices For Expenscs

Rs. 0,5000 1 NIL NIL

1 Rs. 0.500 NIL NIL

liabilitv the undertakins overdrau'n to 5 . ln caseof amountoutstanding small industrial is Rs.NIL. o. was for The Purchase consideration the landandbuildingat Coimbatore paidto the in the nameof the contpany. Dircctorandthe assets yct to be transfcrred are Managing

l6

ir,)I l. The company takenoverthe assets liabilities two concems has and of in which two of the Directors interested (based agreement are on entercd with them). Thc company has paid towards technical knowhow to those concerns.

iv)12. In the opinionof the Board,Current Assets, Loansand advances will fetchthe amount stated, realized thc normalcourse business. if in of iv)13. No provisionfor taxation hasbeenmadeas the company not made has any profitduring year. the

iv)14. Prcvious yearsfigrueshavebeenregrouped wherenecessary confirm to to currcnl years lassifical c ion.

For ApajiAdmin& Co. CHARTERED ACCOUNTANTS

DIRECTOR

(T.B.SETHNA) PARTNER PLACE:AH]t{EDABAD DATED : 18i06r2009

DIRECTOR PLACE: COIMBATORE DATED :2810712009

17

BALANCE SHEET.{BSTR{CT A\D CO}IPANIESGENERAL PROFILE

L P - { R TI \ ' _ S C H E D T E \ ' I O F C O \ I P . { \ I E S A C T

REGISTR{TIO\ DETAILS

Registration Number State Code

Balancesheetdate

l8l-6017 f 1995 o l8

3l -03-2009
BonusIssuc NIL
PrivatePlacement

PublicIssue Right Issue

NIL NIL

P O S I T I O NO F ) I O B I I - I S A T I O N A N D D E V E L O P L E N T O F F U N D S( R s 'I n 0 0 0 ' S )

27.902.25
Sourceof Funds

Total Assets
of Application Funds

l7 00) )5

Paidup Capital Reserve Surplus & Loans Secured Loans Unsecured

2T,902.25 Net FixedAssets lnvestmcnts

Nr't Current Assets

5,071.43

14.957.647

Miscellaneous Expenditure

541.:4

OF PERFORNIANCE THE COMPANY (Amountin Rs.Thousands) Turnor er

t2.25
Profit BeforcTax Prohi After Tax per Earnings Share nd Drvide Rate

(t2.2s) (i.25)
NIL NIL

18

GENERIC NAMES OF THREE PRINCIPAL PRODUCTS ( I ) ItemCode No. (ITC Code) Product Description Not Applicable Software Web Designing. &

A S PER OUR REPORT OF EVEN DATE APJI ADMIN & CO. CHARTEREDACCOUNTANTS (T.8. SETHNA) PARTNER

DIR.ECTOR

DIRICTOR

PLACE: AHMEDABAD DATE : 18.06.2009

PLACE: COIMBATORE DATE :28.07.2009

l9