MANAGEMENT DISCUSSION & ANALYSIS

BUSINESS OUTLOOK AND MANAGEMENT DISCUSSION

Your Directors are pleased to share with you that your company has completed seventeen years and achieved a turnover of Rs.67.07 Crs during the year.

E-Governance Services:

The Company continues to get good e-Governance orders for projects such as national population register and Biometric data collection for Aadhaar card generation and more recently project from Stock Holding as Business Associate.

Financial Inclusion:

The Company is associated with State Bank of India, State Bank of Patiala, Punjab National Bank, Central Bank and Bank of Baroda and has transaction volumes of over Rs 600 Cr in the last year wi th an account holder base of over 5 lacs. The Company is aggressively pursuing this direction to expand its operations to other Hindi Speaking States apart from Bihar.

FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:

SHARE CAPITAL:

The paid up Share capital of the company now stands at RS.13,63,00,000 rebrsented by 1,36,30,000 equity shares of Rs. 10/- each after brferential allotment of Rs4,28,00,000/.

RESERVES AND SURPLUS:

During the year under review the reserves and surplus stood at 1915.43 Lakhs as compared to Rs.1891.59 Lakhs in the brvious year.

DIVIDEND ON EQUITY:

Your Directors do not recommend any appropriation towards dividend on equity share capital for the year ended 31st March 2015.

FIXED DEPOSITS:

The Company has not invited/accepted any fixed deposits.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them , your Directors make the following in terms of section 134(5) of companies act 2013.

i) That in accordance with the brparation of the accounts for the financial year ended 31st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the directors have selected such accounting poli cies and applies them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profit of the company for the year under review.

iii) That the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 2013 for safeguarding the assets of the company and for brventing and detecting fraud and other irregularities ;and

iv) That the directors have brpared the annual accounts on a 'Going Concern' basis.

EXTRACT OF ANNUAL RETURN:

Pursuant to subsection 3(a) of section 134 and subsection (3) of section 92 of the companies act 2013 read with rule 12 of the companies (Management and administration) rules 2014 ,the extract of annual return as at 31st March 2015 forms part of this report as annexure

PARTICULRS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review the company did not give any loans nor provided guarantees nor made investments covered under the provisions of section 186 of the companies Act 2013.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have the net worth of Rs. 500 Crore or more, or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore or more during the financial year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and hence the Company need not adopt any Corporate Social Responsibility Policy.

RELATED PARTY TRANSACTIONS:

There are no particulars of contracts or arrangements with related parties referred to subsection (1 )of section 188 of the companies Act 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:

There are no material changes and commitments

STATUTORY AUDITORS:

The Auditors M/S Mahesh, Virender and Sriram, Chartered Accountants, Hyderabad, retire at the conclusion of the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The company has received letter from the auditors to the effect that their appointment as auditors.

REPLIES TO AUDITOR'S REPORT:

Since the company is engaged in the infrastructure establishment and maintenance projects and without adequate bank support and with considerable delay in receivables from state governments, there was certain delay in depositing statutory dues .However ,the efforts are in place to overcome such instances

SECRETARIAL AUDIT REPORT:

Pursuant to the Provisions of section 204 of the companies Act 2013 and the Companies (appointment and Remuneration of Managerial personnel) Rules,2014, the company has appointed Mrs. Himabindu Dulipala, Company Secretary in practice to undertake the Secretarial Audit of the company. The Secretarial Audit Report confirms that the Company has generally compl ied with the provisions of the Act,Rules,Regulati ons,Guidelines etc, subject to the following observations:

1. Section 203 of Companies Act, 2013, is not complied with. The appointment of Whole Time Secretary is in Progress.

CASH FLOW STATEMENT:

Cash flow statement for the year ended 31stMarch, 2015 is attached with the annual audited accounts of the company.

LISTING INFORMATION:

The Securities of the company are listed with and traded in dematerialized form at Bombay Stock Exchange Ltd from March 2009,on wards. The BSE Scrip code number 533056 and ISIN NO of the company INE359B01010. The company has paid Annual Listing Fees for the year 2015-2016 to the Bombay Stock Exchange.

CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the company, during the year under review.

DECLARATION OF INDEPENDENCE:

In accordance with section 149(7) of the companies' act 2013 each Independent Director confirmed the company he or she m eets the criteria of Independence laid down in section 149(6) of Companies Act 2013 and Clause 49 of the Listing agreement.

APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY:

The assessm ent and appointment of members to the Board is based on the com bination of criterion that includes ethics personal and professional stature domain

In accordance with section 178(3) of the companies Act 2013 Clause 49 (IV)(B) of Listing Agreement and on recommendation of the Nomination and Remuneration Committee the Board adopted a remuneration policy for the Directors key management Personnel (KMP's) and senior management . The Policy is attached as an annexure to Board's report.

WOMAN DIRECTOR:

In terms of section 149(1) of the Companies Act 2013, the Board at its meeting held on 31 st March 2015, has appointed Mrs.Sujata Jonnavittula as an additional Director in the category of women director and a resolution is being proposed at the ensuing Annual General Meeting appointing Mrs. Sujata Jonnavittula wife of Chairman JSR Durgaprasad as director of the company li able to retire by rotation.

NUMBER OF BOARD MEETINGS:

The Board of Directors met ten tim es in the year. Detail s of Board meeting are laid out in Corporate Governance Report which forms part of Annual Report.

AUDIT COMMITEE:

The Audit Committee of the Board of Directors consists of all Independent Directors .The Board has accepted all the recommendation made by audit committee during the year.

CORPORATE GOVERNANCE:

Corporate Governance report is set out as annexure to the Report

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per section 134(3)(m) of the companies Act 2013 is provided here under.

1. Conservation of Energy:

The operations of the company involve low energy consumption; adequate measures however have been taken to conserve energy.

i) Technology Absorption:

Since busi ness and technologies are changing constantly, investment in research and development activities is of paramount importance. Your company continues its focus on quality up gradation of product and services development.

PERSONNEL:

As regards ,information pursuant to section 197(12) of the companies act 2013 ,read with rules 5(1)and 5(2) of the companies (appointment and remuneration of managerial personnel rules 2014) ,there are no employees governed by the said provisions.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and your directors apbrciate sincere and efficient services rendered by employees of the company at all the levels towards successful working of the company.

INTERNAL CONTROL SYSTMES AND THEIR ADEQUACY:

Adequate internal control systems are in vogue commensurate with the size of the operations of the organization. Continuous efforts are being made by constant review to improve the same.

DECLARATION:

The Company is filing all Forms and Returns with the Registrar of Companies as required under Companies Act, 2013. The Company has not committed any of the defaults under section 164 of companies Act 2013 disqualifying the directors to act as directors of other public Limited Companies.

APbrCIATION:

Your Directors take this opportunity to thank all the investors, business partners, clients, bankers regulatory and Government authorities, Stock exchanges and employees for thei r continues support and confidence in the company.

For & on behalf of the board

JSR Durga Prasad J.Murali Krishna

Chairman Managing Director

Place: Hyderabad

Date : 01.09.2015

CAUTIONARY STATEMENT:

Statements made in the Management Discussion and Analysis Report relating the Company's objectives, projections, outlook, expectations, estimates etc., may constitute 'forward looking statements' within the meaning of applicable laws and regulations. These statements are based on certain assumptions in respect of future events and Company assumes no responsibility in case the actual results differ materially due to change in internal or external factors.