ADVENT ADVENT COMPUTER SERVICES LIMITED

Transcription

1 ADVENT 28 ANNUAL REPORT 2013 ADVENT COMPUTER SERVICES LIMITED

2 ADVENT COMPUTER SERVICES LIMITED BOARD OF DIRECTORS Shri Michael Arul Shri R.Mohanlal (upto 21 May, 2013) Shri Shaji John Abraham Shri Suvash Biswas Shri Madhavraj Suresh ( upto 8 November, 2012) Shri. DariusMinooBelgamvala Smt. PirojaDariusBelgamvala Chairman & Managing Director Director (Independent) Director (Independent) Director (Independent) Director (Independent) Additional Director Additional Director AUDITORS VIVEKANANDAN ASSOCIATES Chartered Accountants Ground Floor, Murugesa naicker Office Complex, 81,Greams Road, Chennai BANKERS Canara Bank, G.P. Road, Chennai HSBC Ltd., Adyar, Chennai. Deutsche Bank REGD. OFFICE & WORKS New No.121., Old No.347 Paneon Road, Egmore Chennai REGISTRAR & SHARE TRANSFER AGENT Bigshare Services Pvt. Ltd. E2&3, Ansa Indurial Eate, Sakivihar Road, Sakinaka, Andheri(E), Mumbai

3 28 Annual Report NOTICE Notice is hereby given at e Twenty Eigh Annual General Meeting of e members of Advent Computer Services Limited will be held on Saturday, e 28 September, 2013 at a.m. at Selva Rajeswari Hall, D.K.Complex, Villivakkam, Chennai to transact e following business: ORDINARY BUSINESS 1 To receive, consider and adopt e Audited Balance Sheet and Profit and Loss Account for e Year ended 31 March, 2013 and e Reports of Directors' and Auditors' ereon. 2 To appoint a Director in place of Shri Shaji John Abraham who retires by rotation and being eligible, offers himself for reappointment. 3. To appoint Auditors of e Company: "RESOLVED THAT M/s. Vivekanandan, Chartered Accountants, be and are hereby appointed Auditors of e Company to hold office from e conclusion of is Annual General Meeting until conclusion of e next Annual General Meeting, on such remuneration plus service tax and outofpocket expenses and travelling expenses, as may be determined by e Board of Directors on e recommendation of e Audit Committee of e Board." SPECIAL BUSINESS 4. To consider and, if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary Resolution: RESOLVED THAT Shri. Darius Minoo Belgamvala, who was appointed as Additional Director of e Company by e Board of Directors in November, 2012 & who holds office upto e date of is Annual General Meeting & in respect of whom, e Company has received a notice in writing proposing his candidature for office of Director u/s 257 of e Companies Act, 1956, be & is hereby appointed as a Director of e Company, liable to retire by rotation. 5. To consider and, if ought fit, to pass wi or wiout modification, e following resolution as an Ordinary Resolution: RESOLVED THAT Mrs. Piroja Darius Belgamvala, who was appointed as Additional Director of e Company by e Board of Directors in November, 2012 & who holds office upto e date of is Annual General Meeting & in respect of whom, e company has received a notice in writing proposing her candidature for office of Director u/s 257 of e Companies Act, 1956, be & is hereby appointed as a Director of e Company, liable to retire by rotation. Place: Chennai Date: 30 May, 2013 For and on behalf of e Board of Directors MICHAEL ARUL Chairman & Managing Director 1

4 ADVENT COMPUTER SERVICES LIMITED NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND PROXY NEEDNOT BE A MEMBER OFTHE COMPANY. 2. The inrument appointing proxy should be deposited at e Regiered Office of e company not less an forty eight hours before e commencement of e meeting. 3. The Regier of Members and Transfer Books of e company will remain closed from 20 September, 2013 to 28 September, 2013 (Bo days inclusive). 4. Members desiring any information regarding accounts are requeed to write to e company at lea seven days in advance of e Annual General Meeting so as to enable e Management to keep e information ready. 5. The Members are requeed to bring eir copies of e Annual Report to e meeting. 6. The equity shares of e company are lied on e following ock exchanges: a. BSE Ltd., P.J. Towers, Dalal Street, Mumbai b. Madras Stock Exchange Ltd. 11, Second Line Beach, Chennai c. The Ahmedabad Stock Exchange, Kamdhenu Complex Panjarapole, Ahmedabad The Liing fee is paid upto date to e Stock Exchanges, Mumbai, Chennai and Ahmedabad. 7. Reappointment of Director: At is Annual General Meeting Shri. Shaji John Abraham retires by rotation and being eligible, offer himself for reappointment. The brief background of e Directors proposed for reappointment/appointment are given below: Shri. Shaji John Abraham is aged 59 years. He is B.E. He is having rich experience and having his own business. He is not in e Board of any oer public limited company. He was Chairman of Audit Committee and Shareholder/Inveors grievances Committee of Advent Computer Services Limited. He is not holding any shares of e company. Shri. Darius Minoo Belgamvala is aged 71 years. He is Electrical Engineer (AMIE) from Madras University. He is having rich experience and having his own business. He is not in e Board of any oer public limited company. He was member of Shareholders /Inveors grievances Committee of Advent Computer Services Limited. His wife Smt. Piroja Darius Belgamvala is also a Director of Advent Computer Services Limited. He is not holding any shares of e company. Smt. Piroja Darius Belgamvala is aged 57 years. She is B.Sc (Honours) from Calcutta University and Certificate course from XLRI Jamshedpur. She is having a work experience wi reputed companies. She is not in e Board of any oer public limited company. She is wife of Darius Minoo Belgamvala, Director of Advent Computer Services Limited. She is not holding any shares of e company. 2

5 28 Annual Report EXPLANATORY STATEMENT: Item No. 4 AS REQUIRED UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956 Shri. Darius Minoo Belgamvala was appointed as Additional Director of e Company by e Board of Directors on 8 November, According to e provision of section 260 of e Companies Act, 1956, he holds office upto e date of ensuing Annual General Meeting. A notice has been received from a member along wi a deposit of Rs.500/ as required under Section 257 of e Companies Act, 1956, proposing Shri. Darius Minoo Belgamvala as candidature for e office of e Director. Item No. 5 AS REQUIRED UNDER SECTION 173(2) OF THE COMPANIES ACT, 1956 Smt. Piroja Darius Belgamvala was appointed as Additional Director of e Company by e Board of Directors on 8 November, According to e provision of section 260 of e Companies Act, 1956, she holds office upto e date of ensuing Annual General Meeting. A notice has been received from a member along wi a deposit of Rs.500/ as required under Section 257 of e Companies Act, 1956, proposing Smt. Piroja Darius Belgamvala as candidature for e office of e Director. Place: Chennai Date: 30 May, For and on behalf of e Board of Directors MICHAEL ARUL Chairman & Managing Director 3

6 ADVENT COMPUTER SERVICES LIMITED DIRECTORS' REPORT To The Members, Your directors are pleased to present e 28 Annual Report and e Audited Accounts for e financial year ended 31 March, FINANCIAL RESULTS: CURRENT YEAR PREVIOUS YEAR (Rs. In Lacs) (Rs. In Lacs) Sales & Services Oer Income Total Income Total Expenditure Profit / (Loss) for e period (5.16) (16.47) Balance Carried Forward (5.16) (16.47) DIVIDEND In view of losses, your Directors do not recommend any dividend for e year under review. BUSINESS OUTLOOK OF THE COMPANY The company has identified two major opportunities in e US market where exiing profit making companies are available for acquisition wi major control of 51% of equity via exchange of shares of our company. We will be deciding on wheer we can do bo or ju one depending on e value ey will bring to our company. Once we reach a basic underanding of such a transaction wi ese target companies we will enter into a suitable Memorandum of Underanding (MOU) for doing a valuation of e company based on which a suitable Share Purchase (Swap) Agreement will be negotiated wi e target companies in e USA subject to shareholders and oer atutory approvals. We see good outlook for e company if ese proposed transactions are completed as planned. The company is poised to grow rough such mergers/acquisitions bo in e domeic and international markets. All ese acquisitions are being planned in e area of Information Technology and in Healcare which are high margin grow areas. The criteria we are evaluating for selection of such opportunities is based on e parameters like profitability and debt profile of target company. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONANALYSIS A separate report on e Corporate Governance and Management Discussion Analysis for e year under review, as ipulated in Clause49 of e Liing Agreement wi e Stock Exchanges, has been attached as part of is annual report. 4

7 28 Annual Report DIRECTORS DISCLOSURES Shri. Madhavraj Suresh resigned from Board of Directors of e Company on 8 November, The Board regrets about e sad demise of Shri. R. Mohanlal, Director of e Company on 21 May, Shri. Shaji John Abraham, who retires by rotation and being eligible, offer himself for reappointment at e ensuing Annual General Meeting. In order to broad base e board, Shri. Darius Minoo Belgamvala & Smt. Piroja Darius Belgamvala were appointed as Additional Directors. The shareholders approval is being obtained in e ensuing Annual General Meeting. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to e requirement under Section217(2AA) of e Companies Act, 1956, wi respect to Directors' Responsibility Statement is hereby confirmed at: 1) That in e preparation of e accounts for e financial year ended 31 March, 2013; e applicable accounting andards have been followed along wi proper explanation relating to material departures. 2) That e Directors have selected such accounting policies and applied em consiently and made judgments and eimates at are reasonable and prudent so as to give a true and fair view of e ate of affairs of e Company at e end of e year and of e loss of e Company for e year under review. 3) That e Directors have taken proper and sufficient care for e maintenance of adequate accounting records in accordance wi e provisions of e Companies Act, 1956, for safeguarding e assets of e Company and for preventing and detecting fraud and oer irregularities. 4) That e Directors have prepared e accounts for e year ended 31 March, 2013, on a going concern basis. OBSERVATIONS OF AUDITORS As regards Item No.4 of eir Report regarding confirmation of account balances of cuomers and suppliers, e Management has taken necessary eps to obtain e confirmations. Since, all e dues from Debtors are collectable, Hence ere is no necessity of making provision for Bad and Doubtful debts. The Board is of e view at is would not have any material impact on e financial atement of e Company. As regards e observations of Auditors, in Item No.5(d) of eir Report regarding amortization of technology fees, e Board wish to ate at in view of inadequacy of profits and meltdown in business situation all over world, e technology fees have not been amortized and e same would be done as soon as adequate profits are available in future. AUDITORS The members are requeed to appoint Auditors for e period from conclusion of e ensuing Annual General Meeting till e conclusion of next Annual General Meeting. M/s Vivekanandan Associates, Chartered Accountants retire at e ensuing Annual General Meeting and are eligible for reappointment. The Audit Committee of e Board has recommended eir reappointment. M/s Vivekanandan Associates have furnished e Certificate of eir eligibility for reappointment under Section 224(1) of e Companies Act, The requisite resolution is being placed for e shareholders' approval. 5

8 ADVENT COMPUTER SERVICES LIMITED DEPOSITS During e year under review, e Company has not accepted any fixed deposits from e public. PERSONNEL None of e employees of e was in receipt of remuneration in excess of e limits specified in Section217(2A) of e Companies Act, 1956, read wi e Companies (Particulars of Employees) Rules, 1975, as amended. ACKNOWLEDGEMENT Your Directors would like to take is opportunity to express sincere gratitude for e assiance and cooperation from e employees, Bankers, Cuomers, Vendors and Shareholders during e year under review. ANNEXURE TO DIRECTORS' REPORT INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 A. CONSERVATION OF ENERGY The activities of e Company require minimal consumption of energy and every effort has been made to ensure e optimal use of energy. All possible measures have been taken to conserve energy. B. TECHNICAL ABSORPTION The Company has developed expertise for technology required for its business and e same has been fully absorbed. C. DETAILS OF POWERAND FUELCONSUMPTION Not applicable due to nature of business D. FOREIGN EXCHANGE EARNINGS AND OUTGO Foreign Exchange earnings: Foreign Exchange outgo: NIL NIL Place: Chennai Date: 30 May, 2013 For and on behalf of e Board of Directors MICHAELARUL Chairman & Managing Director 6

9 28 Annual Report MANAGEMENT DISCUSSION AND ANALYSIS It is e endeavor of e Management to initiate eps to achieve business grow. In is direction, e process of identifying e overseas companies for acquisition rough share swap has been initiated. The acquisitions are being planned in e areas of Information Technology and Heal Care. These initiatives would depend upon e availability of resources and suitable manpower. OPPORTUNITIES AND THREATS The Company envisages opportunities rough acquisitions. However, e economic situation in India and policy decisions by e Government, are going to be critical for achieving e business objectives. OUTLOOK The Management is cautiously optimiic about e business outlook of e Company in view of adverse business situation prevailing in India. INTERNAL CONTROL SYSTEM The company has in place adequate internal control syems commensurate wi e size and nature of operations of e company. FINANCIAL PERFORMANCE 1. Financial Statements: The financial atement have been prepared in compliance wi e requirements of e Companies Act, 1956 and generally accepted accounting principles in India. 2. Fixed Assets: During e year company has incurred any capital expenditure of Rs.13, 997/. 3. Inventories: Not applicable 4. Sundry Debtors: The sundry debtors as on 31 March, 2013 were Rs.4.23 lakhs as again sale of Rs lakhs for e year ended 31 March, Financial Performance: The net loss for e year was Rs. (5.16) lakhs as compared to net loss of Rs. (16.47) lakhs in e previous year. 6. Risks and concern: As is well known, e business of software is associated wi various risks and competition. The fa obsolescence of technologies and e availability of advanced technologies at reasonable cos are also areas of concern. However, e management would endeavor to overcome ese risks and concerns wi suitable eps at appropriate time. 7

10 ADVENT COMPUTER SERVICES LIMITED 7. Human Resources: The company is outsourcing required manpower and hence e employee's reng is negligible. The company is not facing any human relationship problem. CAUTIONARY STATEMENT Statements in is Management Discussion and Analysis describing e Company's objectives, projections, eimates or expectations may be "forward looking" wiin e meaning of e applicable securities, laws and regulations. Actual results could differ subantially or materially from ose expressed or implied. Important factors at would make a difference to e Company's operations include a downtrend in e global markets, changes in government policies and regulations, tax regimes, litigation and significant changes in e political and economic environment and such oer factors. 8

11 28 Annual Report CORPORATE GOVERNANCE REPORT In line wi e requirement for providing "Report on Corporate Governance" as per clause 49 of e revised Liing Agreement of e Stock Exchanges applicable for e year ended 31 March, 2013 given below is a report on e Company's Corporate Governance norms. 1. ADVENT'S PHILOSOPHY ON CORPORATE GOVERNANCE Transparency in all dealings, effective control and management of organization, inveor friendly attitude towards shareholders has been e basic objective of e Corporate Governance of e Company. 2. BOARD OF DIRECTORS The reng of e Board is 7 directors, comprising of 6 Non Executive Independent Directors, as ated below: 1. Shri. Michael Arul Executive (Promoter) 2. Shri. R.Mohanlal ( upto 21/05/2013 ) Non Executive Director (Independent) 3. Shri. Shaji John Abraham Non Executive Director (Independent) 4. Shri. Suvash Biswas Non Executive Director (Independent) 5. Shri. Madhavraj Suresh (upto 08/11/2012) Non Executive Director (Independent) 6. Shri. Darius Minoo Belgamvala Non Executive Director (Independent) 7. Smt. Piroja Darius Belgamvala Non Executive Director (Independent) 3. Board Meeting and Attendance : Four Board Meetings were held during e period 1 April, 2012 to 31 March, 2013 on e following dates: 24 May, 2012, 14 Augu, 2012, 8 November, 2012, 12 February, The Twenty Seven Annual General Meeting was held on 29 September, The Composition of e Board of Directors and eir attendance at e Board Meetings during e year and at la Annual General Meeting as also e number of oer directorships and committee memberships are given below: Name of e Director Shri. Michael Arul *Shri. R. Mohanlal Shri. Shaji John Abraham Shri. Suvash Biswas #Shri.M.Suresh Shri. Darius Minoo Belgamvala Smt. Piroja Darius Belgamvala Category of Director Executive Director MD Non Executive Non Executive Non Executive Non Executive Non Executive Non Executive No. of Board Meetings Attended Attendanc e at la AGM No. of Director ships ** Committee member ships + Committee chairman ship + 4 Yes Yes Yes Yes

12 ADVENT COMPUTER SERVICES LIMITED * Deceased on 21 May, 2013 # Resigned on 8 November, 2012 **Including Directorships in Advent Computer Services Limited and excluding directorships of private companies. + Committees considered are Shareholders/Inveor's Grievances committee, Audit committee, Remuneration Committee, Share Transfer committee in Advent Computer Services Limited. 4. COMMITTEES OF THE BOARD Audit Committee The Audit Committee consis of 1 Executive Director namely Shri. Michael Arul and 3 NonExecutive Directors namely Shri Shaji John Abraham, Shri.M.Suresh, and Shri. R.Mohanlal (being independent Directors). Shri Shaji John Abraham is appointed as Chairman of e Committee. Four meetings were held during e year on 24 May, 2012, 14 Augu, 2012, 8 November, 2012 and 12 February, The Audit Committee has been mandated wi e terms of reference as are specified in Clause49 of e Liing Agreement wi e Stock Exchanges. Attendance of Directors at e Audit Committee Meeting held during e year. Members Meetings held Meetings attended Shri. Shaji John Abraham 4 4 Shri. Michael Arul 4 4 Shri. R. Mohanlal (upto 21/5/13) 4 4 Shri. M. Suresh (upto 8/11/12) REMUNERATION COMMITTEE: A Remuneration Committee consiing of ree Independent Directors namely Shri. Shaji John Abraham, Shri. R.Mohanlal, Shri. M. Suresh has been conituted. Shri. R. Mohanlal is e Chairman of e Committee. The Committee is appointed wi e terms of reference of deciding e remuneration of e Executive Director and Non Executive Directors. During e year, one meeting was held since e terms of remuneration payable to e Chairman & Managing Director as well as sitting fees payable to e Nonexecutive Directors for attending e Board Meetings and Committee meetings, remained e same as in e previous year. NonExecutive Directors are not paid remuneration in any form, commission or oerwise. They are paid sitting fees of Rs. 500/ for every meeting of e Board attended. The sitting fees paid to NonExecutive Directors for year ended 31 March, 2013 is as under Director Sitting fees paid during e year Shri. R. Mohanlal (upto 21/5/13) Rs Shri. Shaji John Abraham Rs Shri. M.Suresh (upto 8/11/12) Rs Shri. Suvash Biswas NIL Shri. Darius Minoo Belgamvala Rs. 500 Smt. Piroja Darius Belgamvala Rs. 500 Remuneration paid to e Managing Director In view of adverse financial position of e Company. Shri. Michael Arul, Managing Director of e company has not drawn any remuneration during e year ended 31 March,

13 28 Annual Report Shareholding of NonExecutive Directors Sr. No. Name of e Directors No. of shares held 1. Shri. R. Mohanlal SHARE HOLDERS / INVESTOR GRIEVANCE COMMITTEE The Committee consis of 4 NonExecutive Independent Directors namely Shri Shaji John Abraham, Shri. R. Mohanlal, Shri. M. Suresh (upto 8/11/12) and Shri. Darius Minoo Belgamvala. Shri. Shaji John Abraham is e Chairman of is committee. The Committee was conituted to redress shareholders'/ inveors' complaints etc., relating to delay in transfer of shares, demat, nonreceipt of annual accounts, delays in balance sheet, split, duplicate, transmission, etc. of e shares issued by e company. Since e Company's shares are tradable only in demat form, only a few number of shares in physical form for transfer were received during e year. The Managing Director has been auorized by e Board to approve such transfer. This facilitates approval of transfer wiin e time ipulated under Liing Agreement. Furer, e complaints of e above nature are promptly attended by e Compliance Officer. During e year 16 letters/queries/complaints were received from e shareholders, all of which have been attended to and resolved to date. Shri. R.Mohanlal is e Compliance Officer of e company. 7. Share Transfer Committee The Company has a share transfer committee since March, 1999 wi a view to approve share transfers. It comprises of following Directors: 1. Shri. Michael Arul 2. Shri. R.Mohanlal 3. Shri. M. Suresh (upto 8/11/12) Shri. Michael Arul is e Chairman. The committee meets periodically to deal wi matters relating to transfer/transmission of shares. During e period e share transfer committee held 12 meetings. 8. DETAILS OF GENERALMEETINGS Meeting DATE 25 Annual General Meeting 30 September, Annual General Meeting 30 September, Annual General Meeting 29 September,2012 TIME A.M A.M A.M SPECIAL RESOLUTION VENUE Selva Rajeswari Hall, D.K. Complex, 21 Main Road, Villivakkam, Chennai Selva Rajeswari Hall, D.K. Complex, 21 Main Road, Villivakkam, Chennai Selva Rajeswari Hall, D.K. Complex, 21 Main Road, Villivakkam, Chennai

14 ADVENT COMPUTER SERVICES LIMITED 9. DISCLOSURES: A. Materially Significant related party transactions There are no transactions between e Company and its related parties as per e Accounting Standard 18 during e year. B. Management Disclosures The Senior Management Personnel have been making disclosures to e Board relating to all material, financial and commercial transactions, where ey have personal intere at may have a potential conflict wi e intere of e Company at large. Based on e disclosures received, none of e Senior Management Personnel has entered into any such transactions during e year. C. Details of noncompliance by e Company, penalties, rictures imposed on e Company by Stock Exchanges or SEBI or any atutory auority, on any matter related to capital markets during e la ree years. The Company has complied wi e requirement of e Liing Agreement wi e Stock Exchanges as well regulations and guidelines prescribed by SEBI. There were no penalties, rictures imposed on e Company by Stock Exchanges or SEBI or any atutory auority on any matter related to capital market during e la ree years. D. Risk Management Framework The Board of Directors has adopted e Risk Assessment Procedures. The procedures provide an approach by e top Management to identify potential events at may affect e Company, to manage e risk wiin e risk appetite and to provide reasonable assurance regarding e achievement of objectives of e Company. The Senior Management priorities e risk and finalizes e action plan for mitigation of e risks. The action plan is presented to e Board of Directors periodically. 10. MEANS OF COMMUNICATION: The quarterly, half yearly and annual results are published in News Today (English) and Maalai Sudar (Tamil) newspapers. The Company does not send its quarterly report to each household of shareholders. The financial results and official news release are also available on Company's website at 12

15 28 Annual Report 11. GENERALSHAREHOLDER INFORMATION: Annual General Meeting Day, Date, Time and Venue Financial Calendar Financial Reporting for 3 Date of Book closure 4 Liing on Stock Exchanges at 5 Stock Code & ISIN No. 6 Regirar And Transfer Agent 7 Dividend Payment Date Saturday, 28 September, 2013, A.M. Selva Rajeshwari Hall, D.K. Complex, Villivakkam, Chennai Quarter ending 30 June, 2013 End 14 Augu, Quarter ending 30 September, 2013 End 15 November,2013 Quarter ending 31 December, 2013 End 15 February, Quarter ending 31 March, 2014 End 15 May, The above dates are indicative. 20 September 2013 To 28 September 2013 (Bo days Inclusive). Madras Stock Exchange Limited, Chennai. BSE Limited, Mumbai. The Ahmedabad Stock Exchange Limited, Ahmedabad. BSE Limited, Mumbai (BSE) Demat ISIN No. in CDSL and NSDL INE101C01022 Bigshare Services Pvt. Ltd., E2 & 3, Ansa Indurial Eate, SakiVihar Road, Saki Naka, Andheri (Ea), Mumbai Tel No /53, Fax info@bigshareonline.com No dividend is declared for e year ended 31 March, Address for Correspondence Regd. Office New no. 121,Old no. 347, Paneon Road,Egmore,Chennai Telefax / compliance.officer@adventcomputer.in 9 Dematerialization o Shares 97.47% of e total equity capital is held in Dematerialized form wi NSDL & CDSL as on 31 March, Outanding ADRs/GDRs The Company has not issued any ADRs/GDRs. 13

16 ADVENT COMPUTER SERVICES LIMITED 12. Stock Price Data: High, Low, Market Price of Advent Computer Services Limited on The Stock Exchange, Mumbai during each mon between April,2012 to March, 2013 (face value Rs.10/per share) Mon High (Rs.) Low (Rs.) BSE INDEX High BSE INDEX Low April, May, June, July, Augu, September, October, November, December, January, February, March, Shareholding Pattern as on 31 March, 2013 A 1 2 B 3 a b c 4 a b c d Category Promoter s Holding Indian Promoters Foreign Promoters Persons acting in Concert NonPromoters Initutional Inveors Mutual Funds and UTI Banks, Financial In., Insurance Company (Central/State Govt.In./NonGovt.In.) FIIs Oers Private Corporate Bodies Indian Public NRIs/OCBs Any Oer(Please specify) No. of Shares % of Shares Sub Total Sub Total Sub Total Grand Total

17 28 Annual Report Pursuant to Regulation 3(1)(e)(i) of Securities and Exchange Board of India (Subantial Acquisition of Shares & Takeovers) Regulation, 1997 and subsequent amendments ereto, Promoter Group and Persons acting in concert consis of Shri. Michael Arul and CCG GmbH. 14. Diribution of Shareholding as on 31 March, 2013 Diribution of Shares Number of % to total no. Share (in rupees) % to Capital Shareholders , ,00120, ,00130, ,00140, ,00150, ,0011,00, ,00,0019,99,99, TOTAL Share Transfer Syem The share sent for physical transfer are received at e Regirar & Transfer Agent' s office and valid transfer reques are processed and returned wiin a maximum period of 30 days from e date of lodgment, provided e transfer deed are in order and allotment money on e shares have been paid. 16. Code of Conduct As required by Clause 49 l (D) of e Liing Agreement, e Company has formulated a Code of Conduct for all Directors and Senior Management of e Company and e same has been adopted by e Board. The Code is also available on e Company's official website. All e Directors and Senior Management Personnel have affirmed compliance wi e said Code of Conduct. Location Address for Correspondence: Advent Computer Services Limited Bigshare Services Private Limited New No. 121, Old No. 347, E 2 & 3, Ansa Indurial Eate, Paneon Road, Egmore, Sakivihar Road, Saki Naka, Andheri (E), Chennai Mumbai CEO / CFO Certification The Company is duly placing a certificate to e Board from e Chairman and Managing Director in accordance wi e provisions of Clause 49 (V) of e Liing Agreement. The aforesaid certificate duly signed by e Chairman and Managing Director is in respect of e financial year ended 31 March, 2013 has been placed before e Board in e meeting held on 30 May, DECLARATION The Board of Directors of e Company has adopted e Code of Conduct for Directors and Senior Management of e Company. All e Board Members and e Senior Management Personnel have affirmed eir Compliance wi e respective codes. Date: 30 May, 2013 MICHAEL ARUL Place: Chennai Chairman & Managing Director 15

18 ADVENT COMPUTER SERVICES LIMITED CERTIFICATE AUDITOR'S CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OFTHE LISTINGAGREEMENT(S). To e Members of Advent Computer Services Limited We have reviewed e implementation of e Corporate Governance Procedure and e Report on e Corporate Governance by Advent Computer Services Limited for e year ended 31 March, 2013 as ipulated in Clause 49 of e Liing Agreement of e said Company wi e Stock Exchanges. The compliance of e conditions of e Corporate Governance is e responsibility of e Management. Our examination has been limited to a review of e procedures and implementations ereof, adopted by e company for ensuring compliance wi e conditions of Corporate Governance. It is neier an audit nor an expression of option of e financial atements of e company. In our opinion and to e be of our information and according to e explanations given to us and representations made by e Directors and e Management, we certify at e company has complied in material respects, e conditions of Corporate Governance as ipulated in Clause 49 of e above mentioned Liing Agreement. As required by e Guidance Note issued by e Initute of Chartered Accountants of India, we have to ate at based on e reports given by e Regirars of e Company to e Inveors' Grievance Committee, as on 31 March,2013 ere were no inveor grievance matters again e Company remaining unattended/pending for more an 30 days. We furer ate at such compliance is neier an assurance as to future viability of e company nor e efficiency or effectiveness wi which e management has conducted e affairs of e company. Place: Chennai Date: 30 May, 2013 For Vivekanandan Associates Chartered Accountants. N.Subramanian Partner 16

19 28 Annual Report INDEPENDENT AUDITOR'S REPORT To e Members of Advent Computer Services Limited 1. Report on e Financial Statements : We have audited e attached financial atements of ADVENT COMPUTER SERVICES LIMITED as at 31 March 2013, which comprise e Balance Sheet as at 31 March 2013 and e Statement of Profit and Loss and e Cash Flow Statement for e year ended on at date, and a summary of significant accounting policies and oer explanatory information. 2. Management's Responsibility for e Financial Statements : Management is responsible for e preparation of ese financial atements at give a true and fair view of e financial position, financial performance and cash flows of e company in accordance wi e Accounting Standards referred to in sub section (3C) of section 211 of e Companies Act, 1956 ( e Act ). This responsibility includes e design, implementation and maintenance of internal control relevant to e preparation and presentation of e financial atements at give a true and fair view and are free from material misatement, wheer due to fraud or error. 3. Auditor's Responsibility : Our responsibility is to express an opinion on ese financial atements based on our audit. We conducted our audit in accordance wi andards on Auditing issued by e Initute of Chartered Accountants of India. Those andards require at we comply wi eical requirements and plan and perform audit to obtain reasonable assurance about wheer e financial atements are free from material misatement. An audit involves performing procedures to obtain audit evidence about e amounts and disclosures in e financial atements. The procedures selected depend on e auditor's judgment, including e assessment of e risks of material misatement of e financial atements, wheer due to fraud or error. In making ose risk assessments, e auditor considers internal control relevant to e Company's preparation and fair presentation of e financial atements in order to design audit procedures at are appropriate in e circumances. An audit also includes evaluating e appropriateness of accounting policies used and e reasonableness of e accounting eimates made by management, as well as evaluating e overall presentation of e financial atements. We believe at e audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 4. Opinion In our opinion and to e be of our information and according to e explanations given to us, e said Financial Statements subject to non provision of doubtful debts and subject to non confirmation of balances of Debtors and Creditors account and its consequential effect on e profit and loss account and e value of assets and liabilities of e company which are not determinable give e information required by e Companies Act, 1956 in e manner so required, give a true and fair view in conformity wi e accounting principles generally accepted in India: i. in e case of e Balance Sheet of e ate of affairs of e Company as at 31 March, 2013; ii. in e case of e Profit and Loss Account of e loss for e year ended on at date ; and iii. in e case of e Cash Flow Statement, of e cash flows for e year ended on at date. 5. Report on Oer Legal and Regulatory Requirements : As required by e Companies (Auditor's Report) Order 2003 (as amended) issued by e Central Government of India in terms of sub section (4A) of Section 227 of e Companies' Act 1956, we give in e Annexure a atement on e matters specified in paragraph 4 & 5 of e said Order. Furer to our comments in e Annexure referred to above, we report at: a) We have obtained all e information and explanations, which to e be of our knowledge and belief were necessary for e purposes of our audit; b) In our opinion, proper books of account as required by law have been kept by e company so far as appears from our examination of ose books.; 17

20 ADVENT COMPUTER SERVICES LIMITED c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt wi by is report are in agreement wi e books of account; d) In our opinion e Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt wi by is report comply wi e Accounting Standards referred in sub section (3C) of Section 211 of e Companies Act, except noncompliance of AS 26 on accounting for "Intangible Assets" and noncompliance of AS 28 on "Impairment of Asset" for technology fees. e) On e basis of e written representations received from e directors as on 31 March, 2013 and taken on record by e Board of Directors, we report at none of e directors are disqualified as on 31 March, 2013 from being appointed as a director in terms of clause (g) of sub section (1) of section 274 of e Companies Act' 1956; For Vivekanandan Associates CharteredAccountants N.Subramanian Partner Membership No: Place: Chennai Date: 30 May,

21 28 Annual Report ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT (Referred to in paragraph 2 of e Auditor's Report of even date to e members of Advent Computer Services Limited on e accounts for e year ended 31 March, 2013) 1. a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. b) As explained to us, e fixed assets of e Company have been physically verified by e Management during e year in a phased periodical manner, which in our opinion is reasonable, having regard to e size of e Company and nature of its assets. In accordance wi e phased program of verification, certain fixed assets were verified during e year and no material discrepancies were noticed on such verification. c) Fixed Assets disposed off during e year were not subantial, and erefore, do not affect e going concern assumption. 2. The company does not have any inventory. 3. a) The Company has not granted any loans, secured or unsecured, to companies, firms or oer parties lied in e Regier maintained under Section 301 of e Act. b) The Company has not taken any loans, secured or unsecured, from companies, firms or oer parties lied in e Regier maintained under section 301 of e Act. 4. In our opinion and according to e information and explanations given to us, ere is an adequate internal control syem commensurate wi e size of e Company and e nature of its business wi regard to e purchase of fixed assets and for e sale of services. Furer on e basis of our examination of e books and information and as per e explanations given to us, we have neier come across nor have we been informed of any inance of continuing failure to correct major weaknesses in e aforesaid internal control. 5. There are no contracts at are required to be entered into e regier maintained under Section 301 of e Companies Act. 6. The Company has not accepted any deposits from e public. Accordingly paragraph 4(vi) of e Order is not applicable. 7. In our opinion, e Company has an internal audit syem, which in our opinion is commensurate wi e size and nature of its business. 8. According to e information and explanation given to us, e Central Government has not prescribed for e maintenance of co records under section 209(1)(d) of e Companies Act, Accordingly paragraph 4(viii) of e Order is not applicable. 9. a) According to e information and explanations given to us and e records of e Company examined by us, in our opinion e Company has been generally regular in depositing, wi e appropriate auorities, undisputed atutory dues including Provident Fund, Employees State Insurance, Income Tax, Cuoms Duty, Cess and oer material atutory dues as applicable. b) According to e information and explanations given to us, and relevant documents provided to us ere are no undisputed outanding atutory dues at have not been deposited on account of any dispute. 10. The Accumulated losses of e company are not more an 50 percent of its net wor. The company has incurred cash losses during e year covered by our audit. The company has also incurred cash losses during e previous year. 11. In our opinion and according to e information and explanations given to us, e Company has not defaulted in repayment of dues to any financial initution, bank or debenture holder. 19

22 ADVENT COMPUTER SERVICES LIMITED 12. The Company has not granted any loans and advances on e basis of security by way of pledge of shares, debentures and oer securities. Accordingly paragraph 4(xii) of e Order is not applicable. 13. In our opinion and according to e information and explanations given to us, e Company is not a chit fund or a nidhi/ mutual benefit fund/ society. Accordingly paragraph 4(xiii) of e Order is not applicable. 14. The Company has not dealt wi shares, securities, debentures and oer invements during e year covered by our audit. 15. According to e information and explanations given to us e Company has not given any guarantee for loans taken by oers from banks or financial initutions. Accordingly paragraph 4(xv) of e Order is not applicable. 16. According to e information and explanations given to us and documents produced before us e company has not obtained any term loan and hence paragraph 4(xvi) is not applicable to e company. 17. According to e information and explanations given to us and an overall examination of e Balance Sheet of e Company, we report at no funds raised on shortterm basis have been used for longterm invement and viceversa. 18. The Company has not made any preferential allotment of shares during e year, to parties and companies covered in e regier maintained under section 301 of e Companies Act, According to e information and explanations given to us, during e year covered by our audit report, e company has not issued any debentures 20. The company has not raised any money by public issue during e year. Accordingly paragraph 4(xx) of e Order is not applicable. 21. During e course of our examination of e books and records of e Company carried out in accordance wi e generally accepted auditing practices in India, and according to e information and explanations given to us, no material fraud on or by e Company has been noticed or reported during e course of our audit. For Vivekanandan Associates Chartered Accountants N.Subramanian Partner Membership No: Place: Chennai Date: 30 May,

23 28 Annual Report EQUITY AND LIABILITIES Shareholders' Funds ADVENT COMPUTER SERVICES LIMTIED BALANCE SHEET AS AT 31ST MARCH 2013 (Amount in Rs.) NOTE AS AT AS AT NO 31/03/ /03/2012 Share Capital 1 162,737, ,737,180 Reserves and Surplus 2 (8,136,371) (7,619739) NonCurrent Liabilities Longterm Borrowings 3 7,074,667 6,000,000 Trade Payables 4 2,275,854 Current Liabilities Shortterm Borrowings 5 1,074,667 Trade Payables 5 2,275,854 Oer Current Liabilities 5 4,649,436 4,955,730 Shortterm Provisions 5 993, ,752 ASSETS 169,594, ,779,444 NonCurrent Assets Fixed Assets Tangible Assets 6 1,090,578 1,318,443 Intangible Assets 6 167,280, ,280,026 Longterm Loans and Advances 7 645, ,400 Trade Receivables 8 423, ,134 Current Assets Cash and Bank Balances 9 155, ,391 Shortterm Loans and Advances , ,594, ,779,444 The schedules referred to above and e notes to accounts form an integral part of e Balance Sheet. As per our report of even date for Vivekanandan Associates Chartered Accountants N.Subramanian Partner Membership No : Place : Chennai Date : 30 May, 2013 By order of e Board for Advent Computer Services Limited Michael Arul Chairman and Managing Director Darius Minoo Belgamvala Director 21

24 ADVENT COMPUTER SERVICES LIMITED ADVENT COMPUTER SERVICES LIMITED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 ST MARCH 2013 NOTE NO For e Year ended (Amount in Rs.) For e year ended I. INCOME a. Revenue from Operations 2,752,500 1,867,100 b. Oer Income 19,500 2,752,500 1,886,600 II. EXPENDITURE a. Co of sales & services 888, ,591 b. Adminirative and Software Expenses 11 2,139,238 2,354,571 c. Depreciation 241, ,261 3,269,132 3,534,423 Profit/(Loss) for e Year (516,632) (1,647,823) Less: Prior Period Expenses Less: Provision for Taxation Balance transferred to Balance Sheet (516,632) (1,647,823) Earnings Per Share No. of Equity Shares (Face value Rs.10/ Each) 16,273,718 16,273,718 Basic and diluted EPS (0.03) (0.10) Notes to Accounts 12 The schedules referred to above and e notes to accounts form an integral part of e Balance Sheet. As per our report of even date for Vivekanandan Associates Chartered Accountants By order of e Board for Advent Computer Services Limited N.Subramanian Partner Membership No Place : Chennai Date : 30 May, 2013 Michael Arul Chairman and Managing Director Darius Minoo Belgamvala Director 22

25 28 Annual Report ADVENT COMPUTER SERVICES LIMITED Note 1 SHARE CAPITAL Auorised Equity Shares of Rs.10/ Each Year Ended 31/03/2013 Year Ended 31/03/2012 Nos. Rs. Nos. Rs. 17,000, ,000,000 17,000, ,000,000 Issued Equity Shares of Rs.10/ Each 16,273, ,737,180 16,273, ,737,180 Subscribed & Paid up Equity Shares of Rs.10/ Each Fully Paid 16,273, ,737,180 16,273, ,737,180 b. Reconciliation of Shares outanding at e beginning and at e end of e year Nos. Rs. Nos. Rs. Equity Shares outanding at e beginning of e year 16,273, ,737,180 16,273, ,737,180 Add : Equity Shares during e year Less : Equity Shares bought back / redeemed during e year Equity Shares outanding at e end of e year 16,273, ,737,180 16,273, ,737,180 c.detail of shareholders holding more an 5 percent shares of e Company as on reporting date are given below : As on As on Name of Shareholder Number of Shares held Percentage of Holding Number of Shares held Percentage of Holding M/s CCG GMBH Foreign Promoter 87,60, % 8,760, % Company Total 87,60, % 87,60, % Note 2 RESERVES & SURPLUS Surplus i.e. balance in Statement of Profit and Loss (b) locations and appropriations in Surplus i.e. Balance in Statement of Profit and Loss are as under : Year Ended 31/03/2013 Amount in Rs. Year Ended 31/03/2012 (8,136,371) (7,619,739) Opening Balance (7,619,739) (5,971,916) Add : Loss for e year (516,632) (1,647,823) Closing Balance (8,136,371) (7,619,739) 23

26 ADVENT COMPUTER SERVICES LIMITED Note 3 LONG TERM BORROWINGS Year Ended 31/03/2013 Amount in Rs. Year Ended 31/03/2012 UNSECURED DEPOSITS 6,000,000 6,000,000 FROM DIRECTORS 1,074,667 TOTAL 7,074,667 6,000,000 Note 4 OTHER LONG TERM LIABILITIES Year Ended 31/03/2013 Amount in Rs. Year Ended 31/03/2012. UNSECURED TRADE PAYABLES 2,275,854 TOTAL 2,275,854 Note 5 OTHER SHORT TERM LIABILITIES Year Ended 31/03/2013 Amount in Rs. Year Ended 31/03/2012. Short Term Borrowings Trade Payables 1,074,667 2,275,854 Oer Current Liabilities 4,649,436 4,955,730 Short Term Provisions 993, ,752 TOTAL 5,642,997 8,662,003 Note 6 : FIXED ASSETS 6.a TANGIBLE ASSETS a)summary of co and net carrying amount of each class of tangible assets are given below : Asset Description Furniture & Fittings Co Accumulate Depreciation Accumulated Impairment Net Carrying Amount 31/3/ /3/ /3/ /3/ /3/ /3/ /3/ /3/2012 2,653,521 2,653,521 2,267,353 2,182, , ,510 Office Equipments 1,028,677 1,014, , , , ,604 Machinery 7,769,226 7,769,226 7,411,672 7,353, , ,326 Vehicles 4,884,722 4,884,722 4,802,609 4,773,923 82, ,799 Computers 5,611,985 5,611,985 5,586,063 5,568, ,204 Total 21,948,131 21,934,134 20,857,553 20,615,691 1,090,578 13,18,443 24

27 28 Annual Report (b) Reconciliation of e gross and net carrying amounts of assets at e beginning and year ending as under : Original Co : Asset description As on 31/3/2012 Additions Disposals Oer Adjuments As at 31/3/2013 Furniture & Fittings 2,653,521 2,653,521 Office Equipments 1,014, ,028,677 Machinery 7,769,226 7, Vehicles 4,884,722 4,884,722 Computers 5,611,985 5,611,985 Total 21,934, ,948,131 Previous Year 21,844,978 21,844,978 Accumulated Depreciation : Asset description As on 31/3/2012 Additions Disposals As at 31/3/2013 Furniture & Fittings 2,182,011 85,342 2,267,353 Office Equipments 737,076 52, ,856 Machinery 7,353,900 57,772 7,411,672 Vehicles 4,773,923 28,686 4,802,609 Computers 5,568,781 17,282 5,586,063 Total 20,615, ,862 20,857,553 Previous Year 20,298, ,261 20,615,691 6 b. INTANGIBLE ASSETS Summary of co and net carrying amount of each class of Intangible assets are given below : Asset Description Technology Fee Co Accumulate Amortization Accumulated Impairment Net Carrying Amount 31/3/ /3/ /3/ /3/ /3/ /3/ /3/ /3/ ,367,061 38,367,061 38,367,061 38,367,061 Goodwill 64,422,354 64,422,354 64,422,354 64,422,354 Capital Reorganisation a/c 64,490,622 64,490,622 64,490,622 64,490,622 Total 167,280, ,280, ,280, ,280,026 25

28 ADVENT COMPUTER SERVICES LIMITED (b) Reconciliation of e gross and net carrying amounts of assets at e beginning and year ending as under : Original Co : Asset Description As at 31/3/2012 Additions Disposals Oer Adjuments As at 31/3/2013 Technology Fee 38,367,061 38,367,061 Goodwill 64,422,354 64,422,354 Capital Reorganisation a/c 64,490,622 64,490,622 Total 167,280, ,280,026 Previous Year 167,280, ,280,026 Accumulated Amortization : Asset Description As at 31/3/2012 Additions Deductions / Oer Adjuments As at 31/3/2013 Technology Fee Goodwill Capital Reorganisation a/c Total Previous Year Note 7 LONG TERM LOANS AND ADVANCES TRADE RECEIVABLES Year Ended 31/03/2013 Amount in Rs. Year Ended 31/03/2012 Loans and Advances 645, ,400 TOTAL 645, ,400 Note 8 TRADE RECEIVABLES Outanding for a period more an six mons Unsecured, Considered Good Year Ended 31/03/2013 Amount in Rs. Year Ended 31/03/ , ,134 TOTAL 423, ,134 26

29 28 Annual Report Note 9 CASH & CASH EQUIVALENTS Year Ended 31/03/2013 Amount in Rs. Year Ended 31/03/2012 Balance wi Banks Current Account Cash on Hand 154, , TOTAL 155, ,391 Note 10 Amount in Rs. SHORT TERM LOANS AND ADVANCES Year Ended 31/03/2013 Year Ended 31/03/2012 Loans and Advances 444,050 TOTAL 444,050 Note 11 OTHER EXPENSES Year Ended Year Ended Amount in Rs. 31/03/ /03/2012 Rent 1,191,500 1,191,500 Rates & Taxes and Filing Fees 17, ,060 Poage, Telephones & Telex 42,207 51,088 Electricity and Water 69,633 51,960 Repairs & Maintenance: Building Oers 8, ,845 Travelling & Conveyance 63,098 37,359 Audit Fees As Auditors 150, ,000 Printing & Stationery 19,549 42,495 Advertisement 25,200 18,900 Share fees, annual cuodian fees, liing fees, Stock Exchange fees, CDSL fees, Share Transfer fees Legal, Secretarial Consultancy & Professional Charges 310, , , ,250 Bank Charges and intere 14,876 16,417 Total 2,139,238 2,354,571 27