15th annual report 2011-12 · ctil limited 2 01.company on growth track 1 02.company details 4...

15TH

ANNUAL REPORT2011-12

CTIL LIMITED

2

01. COMPANY ON GROWTH TRACK 1

02. COMPANY DETAILS 4

03. NOTICE 5

04. DIRECTOR’S REPORT 6

05. CORPORATE GOVERNANCE 11

06. MANAGEMENT DISCUSSION & ANALYSIS 19

07. FINANCIAL SECTION 22

08. STANDALONE STATEMENTS 27

09. CONSOLIDATED STATEMENTS 42

10. STATEMENTS OF SUBSIDIARY 54

11. SPRY RESOURCES INDIA PVT LTD 54

12. ACE BPO SERVICES PVT. LTD. 70

13. CTIL INFRASTRUCTUR PVT. LTD 88

14. CTIL MEDIA PVT. LTD. 101

15. COMPULEARN MIDDLE EAST FZC 108

16. CTIL (HONGKONG) LIMITED 115

17. ASTUS TECHNOLOGIES INC, USA. 120

18. PROXY FORM 123

CONTENTS Page No.

CTIL LIMITED

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COMPANY ON GROWTH TRACK:

YEAR UNDER REVIEW:

Growth at a Glance:

PARTICULARS CONSOLIDATED

FY 2012 FY 2011 GROWTH IN %

A. Financial Performance

i. Income 8639.45 7909.12 9.23

ii. Operating Profit (PBDITA) 2148.86 1633.55 31.55

iii. PAT 996.65 775.44 28.53

iv. Return on Capital in % 44.52 40.48 9.98

B. Financial Position:

v. Fixed Assets (Gross Block) 323.02 353.92

vi. Net Current Assets 6081.47 5116.31 18.86

vii. Share Capital 2238.55 1915.50 16.86

viii. Reserves & Surplus 2831.95 1258.76 125

ix. Secured Loans 1306.05 897.01 45.60

x. Miscellaneous Expenditure-R & D 942.69 674.92 39.67

x. Networth 4127.81 2499.33 65.15

Rs. In Lakhs

CTIL LIMITED

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BOARD OF DIRECTORS

Mr. P V V Satyanarayana - ChairmanMr. K. Ramesh - Executive DirectorMr. P Obul Reddy - Executive DirectorMr. Manish Bansal - Executive DirectorMr. P Jagadeesh Babu - DirectorMr. P Guru Krishna - DirectorMr. Gottipati S S Prasad - DirectorMr. V Suresh Babu - DirectorMr. Raj Kosaraju - Director

AUDITORS:

M/s Balaji Vishwanath & CoChartered Accountants1st Floor, Rahul ResidencySkanda Enclave, Eswar Villa’s Road,Nijampet, Hyderabad – 500 090Ph. No: 040-23161679

BANKERS:

UCO BANK62, M.G. Road, Secunderabad 500 003

AXIS BANKSrinagar Colony Branch, Hyderabad 500 004

HDFC BANKBanjara Hills Branch, Hyderabad 500 34

STANDARD CHARTERED BANKSD Road Branch, Secunderabad

REGISTRAR AND SHARE TRANFER AGENTS:M/s Big Share Services Private LimitedG-10, Left Wing, Amrutha VilleOpp: Yashodha Hospital Date, time and Venue of theSomajiguda, Raj Bhavan Road 15th Annual General MeetingHyderabad – 500 082 Saturday, the 29th September, 2012Ph No: 040-23374967 at 9.00 A.M.Fax No: 040-23370295 Vasavi Club ,Kharitabad

HYDERABAD – 500 016 REGISTERED OFFICE:4th Floor, My Home Tycoon BOOK CLOSURE:Life Style Building, Greenlands 26.09.2012 TO 29.09.2012Begumpet, Hyderabad – 500 016 (BOTH DAYS INCLUSIVE)

LISTED AT:THE BOMBAY STOCK EXCHANE LIMITED

CTIL LIMITED

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NOTICE OF THE FIFTEENTH ANNUAL GENERAL MEETING

Notice is hereby given to all the members of the Company that the Fifteenth Annual General Meet-ing of the Company will be held on Saturday, the 29th September, 2012 at 9.00 A.M. at Vasavi club,Khairtabad, Hyderabad – 500 016.

ORDINARY BUSINESS:

01. To receive, consider and adopt the Annual Accounts consisting of Balance Sheet and Profit andLoss Account as on 31st March 2012, together with the notes and schedules thereto and the reportsof Directors and Auditors thereon.

02. To appoint a Director in place of Mr. PVV Satyanarayana who retires by rotation and being eligible,offers himself for reappointment.

03. To appoint a director in place of Mr. P. Gurukrishna who retires by rotation and being eligible offershimself for reappointment.

04. To appoint a director in place of Mr. Raj Kosaraju who retires by rotation and being eligible offershimself for reappointment.

05. To appoint Auditors and to fix their remuneration. The retiring auditors M/s Balaji Viswanath & Co,.Chartered Accountants, Hyderabad being eligible offer themselves for re appointment.

For CTIL LIMITED

(Formerly Known as

Date: 03.09.2012 Comp-u-learn Tech India Limited)

Place: Hyderabad SD/-

PVV Satyanarayana

Chairman

CTIL LIMITED

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Income from Operations 8639.45 1550.97 7909.12 2375.09

Expenditure 6492.60 1342.85 6275.58 2157.96

Operating Profit (PBDIT) 2146.85 208.12 1633.54 217.13

Interest 213.60 133.80 128.09 61.89

Depreciation 61.10 34.02 83.38 55.80

Profit before Tax 1872.15 40.30 1422.07 99.44

Provision for Income Tax 25.97 7.47 10.43 6.53

Deferred Tax -8.29 -5.86 - 6.65 -5.46

Profit / Loss after Tax but beforeextraordinary items 1854.47 38.68 1418.30 98.37

Extraordinary items – Minority Interest 857.81 642.86

Net Profit carried to Balance Sheet 996.65 38.68 775.44 98.37

CONSOLIDATED PERFORMANCE:Your Directors are pleased to present the financial results of the company for the year under review.Your Company has posted a turnover of Rs. 8639.45 lakhs. and net Profit of Rs. 996.65 lakhs. In viewof the increased needs of working capital consequent to expansion activities planned by the company,your Directors are of the view that Profits should be ploughed back into the system so as to attain thedesired growth levels.

DIRECTOR’S REPORT

To

The MembersYou Directors present their Fifteenth Annual Report together with the Audited Accounts for theperiod ended 31st March, 2012

FINANCIAL RESULTS:The Financial Results for the period ended 31st March, 2012 are summarized below:

(Rs.in Lakhs)

Particulars Consolidatedfor 2011-12

Standalonefor 2011-12

Consolidatedfor 2010-11

Standalonefor 2010-11

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STANDALONE PERFORMANCE:Your Directors are pleased to inform you that the revenues of the company stood at Rs. 1550.97 lakhsand net Profit Rs. 38.68 lakhs as against revenues of Rs. 2375.09 Lakhs, net Profit of Rs. 98.37 lakhs forthe previous year.

RESEARCH AND DVELOPMENT:Your Directors are happy to note that during the year the company has spent sizable amount towardsR & D in e-learning space. The Company continues to invest in innovating and developing state of theart technologies that are core to providing key solutions in different industry verticals of interest. Thisincludes critical investments in:

- Comprehensive e-learning solution- Improving assets in the e-Governance- Technology & Solutions for Shipping & Ports- Insurance Technology & solutions

A big thrust was made last year in the aforesaid areas in R&D. In the space of e-learning, big strideshave been made to not only have a two way video interactivity, but also chat both in ‘open’ as well as‘private’ environments. This is coupled with a robust e-learning support system having full fledged e-content upload, on line testing, online submission of assignment and their valuation, attendance trackingetc.

Carve out product offerings from our portfolio of projects and long running product-line programs – thisincluded Integrated Treasury Management, PACE G2C framework and upcoming paperless office fore-Governance Projects.

CTIL LTD rebranded and productized its G2C service delivery framework adapted from first large scalee-Governance project in India in the form of PACE – was instrumental in winning and delivering G2Cservices in a large government portal.

We hope that this R & D initiative will yield good results and boost up our revenues in the coming years.

DEPOSITS:The Company has not accepted any deposits from the public during the year under review.

AUDITORS:M/s Balaji Viswanath & Co, chartered Accountants, Hyderabad, Statutory Auditors of the Company willretire at the conclusion of this Annual General meeting. However, being eligible they offer themselvesfor reappointment and confirmed that their reappointment will be within the limits specified undersection 224(1B) of the Companies Act, 1956.

AUDITORS REPORT:The Auditors comments on the company’s accounts for the year ended 31st March, 2012 are selfexplanatory in nature and do not require any explanation as per the provision of section 217 (3) of theCompanies Act. 1956.

INSURANCE:All the fixed Assets and movable assets of the company are adequately insured.

CHANGES IN THE SHARE CAPITAL)The Company has got only one class of shares i.e. equity shares. The Authorised Share Capital of theCompany presently stands at Rs.50.00 Crores. Paid-up share of the company stands at Rs. 223855540.During the year 3230554 shares of Rs. 10 each were issued at a premium of Rs. 17 to selected persons

CTIL LIMITED

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other than promoters upon conversion of equity share warrants. The company has forfeited applicationmoney on 669446 Warrants due to non- payment of allotment money.

DIRECTORSMr. PVV Satyanarayana, Director retires by rotation at the ensuing Annual General Meeting and beingeligible, offers himself for re-appointment.Mr. P. Gurukrishna, Director retires by rotation at the ensuing Annual General Meeting and has offeredhimself for reappointment.Mr. Raj Kosaraju, Director retires by rotation at the ensuing Annual General Meeting and being eligible,offers himself for re-appointment.

DIRECTOR’S RESPONSIBILITY STATEMENT:Pursuant to the requirements of Section 217 (2AA) of the companies Act,. 1956, it is herebyconfirmed:(a) that in preparation of annual accounts for the year ended 31st March, 2012, the applicable accounting

standards have been followed and that no material departures have been made from the same.(b) that the Directors have selected such accounting policies and applied them consistently and made

judgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit of the Company foryear ended on that day.

(c) that the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 1956, for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities:

(d) that the Directors have prepared the annual accounts for the year 31st March, 2012 on a goingconcern basis:

PARTICULARS OF EMPLOYEES:In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employee) Rules, 1975, the particulars of Employees of the Company are– NIL.

CONSERVATION OF ENERGY ETC, RESEARCH AND DEVELOPMENT, TECHNOLOGYABSORPTION, FOREIGHN EXCHANGE EARNINGS & OUTGO.

Information required under section 217 (1)(e) of the companies Act 1956 read with the Companies(Disclosure of particulars in the report of the Board of Directors) Rules 1988 are provided herein below:

Conservation of Energy:

The operations of our Company are not energy-intensive. However to ensure reduction in consumptionof energy, we are constantly evaluating new technologies, mechanism, investments to makeinfrastructure more energy efficient.

Some of the energy conversation initiatives.a. Walls and Roofs are properly insulated.b. Turning off all lights in all the work places when not in use.c. Turning off the Air Conditioners during non peak hours and holidays.d. Effective management of ventilation to ensure good air quality.e. Installation of energy efficient lighting.f. Using energy efficient computers and equipment,.

A. Technology Absorption – The Company has constantly upgraded its technology to the latest in theGlobal Market, for both its training centers and software development.

CTIL LIMITED

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B. Research and Development : Your Company is constantly working to build a state of Art Researchand Development Centre to enhance the quality of its products.

C. Benefits derived from such Research and Development: As the customer uses the end product, thebenefit from the customer satisfaction will be ultimately passed on to the company in terms ofincrease in sales

D. Foreign Exchange earnings and outgo (Rs. in Lakhs)

2011-12 2010-11Foreign Exchange Earnings 1534.82 1955.81Foreign Exchange Outgo 5.89 49.46

SUBSIADIARY COMPANIES:Company has got the following companies as subsidiaries:1. Spry Resources India Pvt Ltd

2. ACE BPO Services Pvt Ltd

3. CTIL Infrastructure Pvt Ltd

4. CTIL Media Pvt Ltd

5. CTIL Hong Kong Ltd

6. Compulearn Middle East FZC

7. ASTUS Technologies INC, USA

As required under section 212 of the Companies Act, 1956 financial statements of subsidiary companiesmentioned at 1 to 7 above are enclosed with this Annual Report along with Directors report andAuditor’s Report on these financial statements.

CONSOLIDATION OF FINANCIAL STATEMENTS:The Consolidated Financial Statements, as prescribed by Accounting Standards 21 read with 23 issuedby the Institute of Chartered Accountants of India, are Annexed to this Annual Report.

CORPORATE GOVERNANCE:The report on the corporate governance is annexed which forms a part of this report.

CTIL LIMITED

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MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis for the year under review as stipulated under Clause 49 of theListing Agreement with the Bombay Stock Exchange is presented as a separate Section forming part ofthis report.

PERSONNEL:

Relations with the employees continued to be cordial throughout the year. Your Directors place onrecord the appreciation for the efforts, dedication and active participation of employees in variousinitiatives during the year under review:

ACKNOWLEDGEMENTS:

We express our Heart felt gratitude and thanks to our Company’s Bankers, Shareholders, customersand various Central and State Government Agencies and Local authorities for their continued supportduring the year. We also wish to place on record our sincere appreciation of unstinted support and co-operation extended by all the personnel at various levels of the Organization. Our growth was madepossible by their hard work, solidarity, co-operation and support all along so far and we look forward forthe same in the years to come and we wish to maintain whole heartedly continuing relationship with allthe above.

Place: Hyderabad For and on behalf of the Board of Directors of CTIL LIMITEDDate : 03.09.2012 (formerly known as COMP-U-LEARN TECH INDIA LTD)

Sd/- Sd/- P.V.V. Satyanarayana K. Ramesh Chairman Executive Director

CTIL LIMITED

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REPORT ON CORPORATE GOVERNANCE

As the Company is a part of Group B Bombay Stock Exchange, in the terms of Clause 49 of the ListingAgreement of the Stock Exchanges, the Compliance Report on Corporate Governance along with theCertificate of Statutory Auditors is given as under.

A strong governance process is integral to business success. For an important reason: a broadbased governance initiative harmonizes the interest of all shareholders.

At Comp-u-learn Tech India Limited, a commitment to a mature governance process is leading tostronger business prospects, a growth of business partners (customers and suppliers), enhancedemployee and investor wealth as well as increased societal development at large.

(1) Company’s Philosophy on Corporate Governance:

Ensure that the Quantity, Quality and Frequency of Financial and Managerial Information, whichmanagement shares with the Board, fully places the Board members in control of the Company’saffairs.

Ensure that the Board exercises its fiduciary responsibilities towards shareowners and Creditors,thereby ensuring high accountability.

Ensure that the extent to which the information is disclosed to present and potential investors ismaximized.

Ensure that the decision making is transparent and documentary evidence is traceable through theminutes of the meeting of the Board / Committee thereof.

Ensure that the Corporate Governance Task Force itself, the Board, the Employees and all concernedare fully committed to maximizing long-term value to the Shareowners and the Company.

Ensure that the core values of the Company are protected;

Ensure that the Company positions itself from time to time to be at par with any other Company ofworld class in operating practices.

(2) Board of DirectorsComposition:

The Board has an optimum contribution of Executive and Non-Executive Directors and is in conformitywith Clause 49 of the Listing Agreement entered in to with the Stock Exchange in which Company’sshares are listed.

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Presently the Board consists of Nine Directors, whose composition is as under:

SL. NO NAME DESIGNATION CATEGORY

01. P V V Satyanarayana Chairman Promoter, Non-Executive

02. Gottipati S S Prasad Director Promoter, Non-Executive

03. P Jagadeesh Babu Director Promoter, Non-Executive

04. V Suresh Babu Director Non-Executive Independent

05 K. Ramesh Director Executive

06. Raj Kosaraju Director Non-Executive Independent

07. P Obul Reddy Director Executive

08. P. Guru Krishna Director Non-Executive Independent

09 Manish Bansal Director Executive

G S S Prasad 10 YES 1 NIL NIL

P Jagadeesh Babu 10 YES 0 NIL NIL

PVV Satya- narayana 10 YES 0 NIL NIL

P. Gurukrishna 10 YES 0 NIL NIL

Raj Kosaraju 0 NO 0 NIL NIL

K. Ramesh 7 YES 0 NIL NIL

V. Suresh Babu 8 NO 1 NIL NIL

P Obul Reddy 10 NO 2 NIL NIL

Manish Bansal 5 NO 0 NIL NIL

Meetings held:

During the year ended 31st March, 2012, 10 Board Meetings were held on the following dates 14.05.2011,28.07.2011,13.08.2011,02.09.2011, 14.11.2011,05.12.2011, 23.12.2011, 09.02.2012, 15.02.2012,25.02.2012.The Directors attendance at the Board Meetings, number of Directorships and committeeMemberships held by them in other companies are given hereunder:

Name of the DirectorNo. of Board

MeetingsAttended

Attendance atthe last AGM

“No of otherDirectorships in

other publiccompanies

Committee positions in otherpublic companies

Chairman Member

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3. COMMITTEES OF THE BOARD

a. (i) AUDIT COMMITTEE

The Audit Committee has been constituted as per section 292 A of the Companies Act, 1956 and the guidelines set out in the Listing Agreement with Stock Exchanges.

The Audit Committee inter-alia provides assurance to the Board on the existence and adequacy of an effective internal control systems that ensures.

• Efficiency and effectiveness of internal control and audit.• Safeguarding of Assets and adequacy of provisions for liabilities• Reliabilities of all financial and other information and adequacy of disclosures• Compliance with all relevant statutes.• Reviewing of Company’s financial reporting process and disclosure of financial information.• Reviewing the Quarterly, Half yearly and Annual Financial statements with primary focus on

accounting policies and practices, compliances with accounting Standards and legalrequirements concerned with the financial statements.Reviewing the adequacy of internal control system and Internal Audit function, ensuingcompliance of Internal control systems and review of company’s financial and risk managementpolicies.Recommending the appointment and removal of statutory auditor, fixation of audit fees andalso to approve payment of other professional services.

Reviewing the reports furnished by the Internal Auditors and Statutory auditors and ensuressuitable follow-ups thereon.

(ii) COMPOSITION:The Audit Committee comprises of 3 Non-Executive Independent Directors afterreconstitution consequent to resignation of some Directors and appointment of newDirectors.During the year, the committee held (4) meeting i.e. on 13-5-2011, 12-8-2011,13-11-2011, 14-02-2012.

The attendance of members of the Committee at the meetings was as follows:

Name of Member Status No.of Meetings attended

P V V Satyanarayana Chairman 4

V Suresh Babu Member 4

P Jagadeesh Babu Member 4

b. (i) REMUNERAION COMMITTEE:Terms of reference:To review, assess and recommend the appointment of executive and non- executive.Directors from time to time, to review the remuneration package of the Executive Directorsand recommend suitable revision to the Board, to recommend compensation to the non-executive Directors in accordance with the Companies Act, 1956 to consider andrecommend Employees Stock Option Schemes from time to time and to administer andsuperintend the same.

(ii) COMPOSITION:The Remuneration Committee comprises of 3 Non-Executive Independent Directors.The attendance of members of the Committee at the meetings was as follows:

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Name of the Member Status No. of Meetings attended

P Jagadeesh Babu Chairman 4

P V V Satyanarayana Member 4

G S S Prasad Member 4

4. REMUNERATION POLICY:Remuneration policy of the company is based on review of achievement. The remuneration policyis in consonance with the existing industry practice. The remuneration is decided taking intoconsideration various factors such as qualifications, experience, expertise, prevailing remunerationin the competitive industries, financial position of the company etc.The details of the remuneration paid to the Directors during the year ended on 31st March, 2012 isgiven below:

Whole Time Director Rs. 5,40,000

i. Non Executive Directors:No remuneration was paid to non-executive Directors during the period under review.

5. SHARE TRANSFER AND INVESTOR GRIEVANCE COMMITTEE;The Company has a share transfer and Investors Grievance Committee, to look into redressal ofInvestors Complaints and requests such as delay in transfer of shares, dematerialisation etc,.The Committee meets at least once in fortnight and deals with various matters relating to• Transfer / transmission of shares• Issue of shares certificates in lieu of lost, sub-divided, consolidated, re-materialized or defaced

certificates.• Consolidation / splitting of folios• Review of shares de-materialised and all other related matters• Investors grievance and redressal mechanism and recommend measures to improve the

level of Investor’s services.• Letters / complaints were received and resolved to the satisfaction of the shareholders during

the year under review.

Share transfer and investor Grievance committee consists of 5 members and is Chaired by a NonExecutive Director – Mr. P V V Satyanarayana. The requests for transfer of shares are considered onthe basis of the Memorandum of Transfers prepared by the Registrars and Transfer Agents of theCompany. The Company has not faced any litigation in respect of transfer / transmission of shares.During the financial year 2011-12, the committee met at regular intervals and approved sharetransfers / transmissions. The duly transferred / transmitted share certificates - physical were sentto the shareholders within a period of 30 days.

6. DETAILS OF GENRAL BODY MEETINGS HELD:The location and time of the last three Annual General Meeting were held as under

Financial-Year Date Time Venue

2010-11 30th September,2011 09.00 AM Vasavi Club 6-1-91, 2nd Floor, Vasavi SevaKendram, Opp. Meera Theater, Khairtabad,Hyderabad – 500 004

2009-10 30th September ,2010 09.00 AM Ground Floor, Royal Pavillion, Ameerpet,Hyderabad-500016

2008-2009 30th September, 2009 10.00 A.M Vasavi Club 6-1-91, 2nd Floor, Vasavi SevaKendram, Opp. Meera Theater, Khairtabad,Hyderabad – 500 004

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7. SPECIAL RESOULTIONS PASSED DURING THE PREVIOUS 3 AGMS:The following special resolution was passed in the 14th Annual General Meeting:Special resolution under section 81(1A) of the Companies Act, 1956 to issue, place 3450000Convertible warrants of Rs. 10 each at a premium of Rs. 3 each to selected persons other than

promoters.

The following special resolution was passed in the 13th Annual General Meeting:• Special resolution under section 81(1A) of the Companies Act, 1956 to issue, place Equity shares,

Convertible warrants or such other financial instruments as the Board thinks fit and appropriate toraise moneys upto Rs. 500 Crores in aggregate.

The following special resolutions were passed in the 12th Annual General Meeting:

• Special resolution under section 149 (2A) of the Companies Act, 1956 to accord consent to thecompany to commence business specified in sub clause 4 of clause C of the Objects clause III of theMemorandum of Association of the company.

• Special resolution under section 81(1A) of the Companies Act, 1956 to issue, place Equity shares,Convertible warrants or such other financial instruments as the Board thinks fit and appropriate toraise moneys upto Rs. 200 Crores in aggregate.

8. DISCLOSURES BY MANAGEMENT:

(a) There were no new materially significant related party transactions i.e. transactions of thecompany of material nature, with its promoters, the directors or the management, theirsubsidiaries or relatives etc, that may have potential conflict with the interests of

company at large.

(b) There were no instances of non-compliance by the company and no penalties or stricturesimposed on the company by capital markets regulator since listing of the shares i.e.13.09.2000.

(c) Whistle Blower policy: The Company has in place a whistle blower policy and it affirmedthat no personnel has been denied access to the audit committee.

(d) The Company has complied with all the mandatory requirements of the clause 49relating to the Corporate Governance and has adopted some of the non-mandatoryrequirements of the clause 49 like the constitution of the remuneration committee.

9. MEANS OF COMMUNICATION:Quarterly provisional results are published in prominent daily newspapers viz, Financial Express &Andhra Prabha. Adoption of Quarterly results for the Financial year 2012-13 ( Tentative and subjectto change): Financial reporting for the first quarter ending 30th June, 2012 : Between 1st and 15th ofAugust, 2012Financial reporting for the second quarter ending 30th September, 2012: Between 1st and 15th ofNovember, 2012Financial reporting for the third quarter ending 31st December, 2012: Between 1st and 15th of February,2013Financial reporting for the fourth quarter ending 31st March, 2013: Between 1st and 15th of May,2013.

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10. GENERAL SHARE HOLDERS INFORAMTION:

a. Date of Incorporation : 22nd April 1997

b. Registered Office : 4th Floor, My Home Tycoon, Life Style Building, Greenlands, Begumpet, Hyderabad – 500 016, A.P.India

c. Date and time of the 15th AGM : 29th September, 2012, at 9.00 A.M.

d. Venue of the 15th AGM : Vasavi Club, Khairatabad, OPP: Sensation Theatre,Hyderabad – 500 004

e. Financial Calendar : 1st April, 2011 to 31st March, 2012

f. Date of Book Closure : 27th September, 2012 to 29th September, 2012

g. Dividend payment date : Not Applicable

h. Listing of Equity shares on Stock Exchange at:

(i) THE BOMBAY STOCK EXCHANGE LIMITEDPHIROZE JEEJEEBHOY TOWERS,DALAL STREET,

MUMBAI -400 001

Stock Code : Physical Mode: 32363 Dematerialized Mode: 532363(ii) The Company ISIN Number: INE394B01017

The company confirms that it has paid annual listing fees due to the Mumbai Stock Exchange, CDSL& NSDL for the year 2012-13.j. Stock Market Price data for the year 2011-12:

BOMBAY STOCK EXCHANGE:

MONTH HIGH LOW

APRIL 2011 15.45 11.60

MAY 2011 15.45 11.25

JUNE 2011 13.20 9.70

JULY 2011 13.77 10.00

AUGUST 2011 11.35 8.51

SEPTEMER 2011 11.43 9.00

OCTOBER 2011 14.30 8.05

NOVEMBER 2011 16.30 12.11

DECEMBER 2011 16.30 12.90

JANUARY 2012 16.13 12.52

FEBRUARY 2012 18.00 14.55

MARCH 2012 18.85 10.90

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Range Number ofshareholders

% of shareholders

Number ofshares

% of shares

j. Registrar and Share Transfer Agent: The address of the registrar and share transfer agent is asgiven below:

Big Share Services Private Limited Unit: CTIL LIMITED (formerly known as Comp-U-Lean Tech India Limited) G-10, Left Wing, Amrutha Ville, Opp: Yashodha Hospital Somajiguda, Raj Bhavan, Hyderabad – 500 082 Ph. No: 040-23374967, Fax No: 040-23370295

The R & ST agents acknowledges and executes transfers of securities arranges for issue of dupli-cates / split share certificates etc. The R & ST agent also accepts deals and resolves complaints ofshareholders.

Share Transfer Systems: Share transfer and Investor and Investor Grievance Committee also ap-proves share transfers and meets at frequent intervals. Big share Services Private Limited, company’sRegistrar and Share Transfer Agents process these transfers. Share transfers are registered andreturned with in 30 days from the date of lodgment if the documents are complete in all respects.

k. Distribution of shareholding as on 31st March, 2012:

Up to 5000 6913 94.26 3309517 14.78

5001 – 10000 177 2.41 1413455 6.31

10001 – 20000 88 1.20 1264267 5.65

20001 – 30000 37 0.50 906046 4.05

30001 – 40000 21 0.29 730637 3.26

40001 – 50000 19 0.26 880948 3.94

50001 – 100000 35 0.48 2548956 11.39

Above 1 lakhs 44 0.60 11331728 50.62

TOTAL 7334 100 22385554 100

l. Shareholding Pattern of the Company as on 31st of March, 2012:

CategoryNumber of

Shares held% of Total

Shareholding

A. Promoters(Incl. Persons Acting in Concert) 3405004 15.21

B. Non Promoters

i. NRI’s / OCBs / FII’s 63732 0.28ii. Corporate Bodies 4810160 21.48iii. Trusts 500 0.002iv. Clearing Members 58244 0.26

v. Public (Individuals other than above) 14047914 62.75

Total: 22385554 100

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Dematerialization of Shares;The company’s shares are traded in dematerialized form. As on 31st March, 2012, 82.17 % of thecompany’s total shares representing 18393775 shares were held in dematerialized from and thebalance 17.83% representing 3991779 shares were in Physical form.m. Outstanding GDRs/ ADRs/ Warrants or any convertible instruments, conversion date and likely

impact on equity.(to be changed)a) The Company has issued 34,50,000 Convertible warrants of Rs.10/- each at a premium of

Rs.3/- per warrant for cash and vide special Resolution passed at 14th AGM held on 30th

September, 2011. Each warrant carries an option to convert into one equity share of face valueof Rs.10/- each within a period not latter than 18 months from the date of issue. The companyhas received subscription for only 33,34,612 equity share warrants and hence only 33,34,612equity warrants were allotted. Therefore the resulting equity shares after conversion would be33,34,612 equity shares only and the paid up share capital of the company after conversionwould be 2,57,20,169 equity shares of Rs.10/- each.

b) Rs.1,95,00,000 worth Fully Convertible Debentures were allotted to M/s H T Media Ltd.c) The company has issued 80,00,000 Fully Convertible Warrants of Rs.10/- each at a premium

of Rs.6.50 per warrant for cash of which 30,00,000 convertible equity share warrants toPromoter Group and 50,00,000 convertible equity share warrants allotted to other than Pro-moters vide special resolution passed at 27th March, 2012. Each warrant carries an option toconvert into one equity share of face value of Rs.10/- each within a period not latter than 18months from the date of issue. The company has received subscription for only 60,18,180equity share warrants and hence only 60,18,180 equity warrants were allotted. Therefore theresulting equity shares after conversion would be 60,18,180 equity shares only and the paidup share capital of the company after conversion would be 3,17,38,349 equity share of Rs.10/- each.

d) The Company has issued 59,00,000 equity shares of Rs.10/- each at a premium of Rs.6.50 pershare for cash of which 9,00,000 equity shares to Promoter Group and 50,00,000 equityshares allotted to other than Promoters vide special Resolution passed 27th March, 2012. Thecompany has received subscription for only 38,30,000 equity shares and hence only 38,30,000equity share were allotted. Therefore the resulting equity shares after listing would be3,55,68,349 equity shares of Rs.10/- each.

n. Address for Correspondence:The Shareholders should address their correspondence to the Company’s Registrar & Share

Transfer Agents at the address mentioned below: Big share Services Private Limited Unit:CTIL LIMITED (formerly known as Comp-U-Lean Tech India Limited) G-10, Left Wing, Amrutha Ville, Opp: Yashoda Hospital Somajiguda, Raj Bhavan, Hyderabad – 500 082 Ph. No: 040-23374967, Fax No: 040-23370295

Shareholders may also contact for information at the Company’s registered Office situated at4th Floor, My Home Tycoon, Life Style Building, Greenlands, Begumpet, Hyderabad – 500 016,E-mail at : [email protected].

Place: Hyderabad For and on behalf of the Board of Directors of for CTIL LIMITEDDate: 03.09.2012 (Formerly Known as Comp-u-learn Tech India Limited)

Sd/- Sd/- P V V Satyanarayana K. Ramesh Chairman Executive Director

CTIL LIMITED

19

MANAGEMENT DISCUSSION AND ANALYSIS:OVERVIEW:

The Financial Statements have been prepared in compliance with the requirements of the CompaniesAct, 1956, guidelines issued by the Securities and Exchange Board of India (SEBI) and the GenerallyAccepted Accounting Principles (GAAP) in India. Our Management accepts responsibility for theintegrity and objectivity of these financial statements, as well as for the various estimates andjudgments used therein. The estimates and judgments relating to the financial statements reflect ina true and fair manner the form and substance of transactions, and reasonably present our state ofaffairs, profits and cash flows for the year.

BUSINESS ANALYSIS:

CTIL Limited is a leading global business and information technology services company thatleverages deep industry and functional expertise, leading technology practices, and an advanced,global delivery model to help clients transform their highest-value business processes and improvetheir business performance.

The Company’s professionals excel in enterprise solutions, supply chain management, clientrelationship management, business intelligence, business process quality, engineering and productlifecycle management, and infrastructure services, among other key capabilities. The Group ofsubsidiary spans Infrastructure, BPO Services, e-governance, Information technology and theCompany development and delivery centers in the Hong Kong, Dubai and Singapore serve numerousclients.

BUSINESS OUTLOOK AND PROSPECTS:• The company is confident of sustainable growth• The global technology related spending is expected to grow, led by adoption of outsourcing

which will benefit the company• Greater focus on cost and operational efficiencies in the global environment is expected to

enhance global sourcing• The company will continue to focus on tactical measures in order to improve margins. Such

measures may include price increases, more value added services, cost savings throughfresh hiring, higher efficiency and productivity.

DIVERSIFICATION PLAN:Having achieved the growth in software sector and with business exposure gained over the years,the company envisages diversification plans to foray into e-learning space.

FUTURE OUTLOOK:The company continued the growth momentum with a rise of 9.23% in revenues and 31.55% inprofits over the previous years on consolidated basis. Future of the company is very promising andbright in view of its growth plans by itself and through its subsidiaries. During the last two years, thecompany has identified e- learning as a thrust area for future growth and has undertaken considerableResearch and Development in the e-learning space.Online education at CTIL is created around the principle of using advanced technology and enhanceddelivery methods to make classes accessible and easy to use. Students can navigate lessons andexplore various modules with the click of a mouse, and communicate with fellow students andfaculty via email and message boards. User-friendly online classroom environment makes learninginteractive and enjoyable. Classes, academic resources, and support services are all easilyaccessible. CTIL offers a full range of support services, including technical support available byphone, email, and live chat. Students will find is a commitment to providing them with opportunitiesto succeed.

CTIL LIMITED

20

The Company was entered Memorandum of Understanding with US based company i.e. ECGTechnology, LLC, a company organized and existing under the laws of the State of Delaware withits office at 2 Greenwich Office Park, Suite 300, Greenwich, CT 06831, USA (“ECG”).CTIL intends to acquire ECG after obtaining necessary internal approvals to do so and subject todue diligence.ECG is an engineering technical and design consulting company with a significant U.S. presenceand is currently assisting in the development of a paper Minimill in the United States. ECG has theobjective of assisting in the development of a Greenfield Minimill paper project in the U.SPost Acquisition ECG will become a 100% owned subsidiary of CTIL and CTIL will be responsiblefor all expenses of ECG and all revenues and profit from ECG will be rolled up into CTIL.

OPPORTUNITIES AND THREATS:Presented below is management’s assessment of some key potential opportunities and threatsassociated with its business. The management intends to leverage such opportunities in an effectivemanner to optimize business advantages and is also focused to create effective mitigation strategiesfor all potential threats that could impact the business operations. A more detailed Risk ManagementReport is available elsewhere in the annual report.

Opportunities:The company, on a continuous basis, scans the market for scalable opportunities and has over thepast twelve months identified some key areas of growth opportunities. These opportunities are inthe areas of Health Care and Insurance BPO Services, e-governance, e-learning. The company ismaking concerted efforts and investments to move up the value chain in its chosen markets andacquiring new competencies and services. It includes strengthening of domain knowledge, hiringhighly talented sales and marketing managers, restructuring of businesses, project managementand investments in new geographies. The company is experiencing significant traction from itsexisting customers and is receiving several enquiries from potential customers in its chosen markets.The company continues to strengthen and build relationships with its current and prospectivecustomers as well as its global delivery model to ensure a low total cost of ownership for thecustomer.

Threats:Following are some of the major risks, which the management believes form a part of the company’sbusiness and the company seriously engaged itself to mitigate them.• Financial Risks - foreign currency rate fluctuations• Business Portfolio Risks - includes vertical domain concentration, service concentration, client

concentrations and geographical concentration.• Legal and Statutory Risks -includes contractual liabilities & statutory compliances• Competition Risks - New competitors may enter the markets in which the company operates• A more detailed analysis of the above appears in the Risk Management report in the Annual

Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:Your company has in place adequate system of internal control commensurate with its size andnature of its operations to ensure that all assets are safeguarded and protected against loss fromun-authorised use or disposition and that transactions are authorized, recorded and reportedcorrectly, Management continuously reviews the Internal Control systems and procedures to ensureorderly and efficient conduct of business.

HUMAN RESOURCES DEVELOPMENT:The company continues to benchmark and build its HR practices to help attract, retain and developrequisite talent to support its growth. HR’s ability to support business strategy with its human capitalstrategy is an important determinant to the company’s future business performance. The companyhas put in place robust recruitment processes and helped scale critical engagements in a very short

CTIL LIMITED

21

span of time. The principle feature of the company’s HR strength is its multipronged talent acquisitionand retention strategy. These include talent acquisition and building the verticals with varied domainspecialists, leadership development initiatives and successful implementation of comprehensiveemployee engagement plan which engages the body, mind and soul of the employees. HR plays akey strategic role to support the organization and its various ecosystems in achieving various goalsand targets set by deploying best practices and measures.

CAUTIONARY STATEMENT

Certain statements made in the Management Discussion and Analysis Report relating to thecompany’s objectives, projections, outlook, expectations, estimates and others may constituteforward-looking statements within the meaning of applicable laws and regulations. Actual resultsmay differ from such expectations, projections and so on whether express or implied. Severalfactors could make a significant difference to the company’s operations. These include climaticconditions and economic conditions affecting demand and supply, government regulations andtaxation, natural calamities and so on over which the company does not have any direct control.Readers are cautioned not to place undue reliance on this forward-looking statement. The followingdiscussion and analysis should be read in conjunction with our financial statements included hereinand the notes thereto.

3. CODE OF CONDUCT AND ETHICS FOR DIRECTORS AND SENIOR MANAGEMENT:The Company has laid down a code of conduct for all Board members and senior managementpersonnel of the company. The code has been circulated to all the members of the Board andSenior Management and the compliance of the same has been affirmed by them.

CTIL LIMITED

22

ED CERTIFICATION:

A certificate from the Executive Director, relating to the Financial Statements of the company, isannexed to this report.

Executive Director Certification:

ToThe Board of DirectorsCTIL LimitedFormerly known as Comp-u-Learn Tech India Limited

I, the undersigned, in my capacity as the Executive Director of CTIL Limited (“The Company”) to thebest of our knowledge and belief certify that:

(a) I have reviewed Financial Statements and the cash flow statement for the year and that to thebest of our knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material factor contain statements that might be misleading:

(ii) these statements together present a true and fair view of the company’s affairs and are incompliance with existing accounting standards, applicable laws and Regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the companyduring the year which are fraudulent, illegal or violative of the company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reportingand that we have evaluated the effectiveness of internal control systems of the companypertaining to financial reporting and we have disclosed to the auditors and the Audit Committee,deficiencies in the design or operation of such internal controls, if any of which they are awareand the steps they have taken or propose to take to rectify these deficiencies.

(d) I have indicated to the auditors and the Audit Committee that there are no(i) Significant changes in internal control over financial reporting during the year.(ii) Significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements; and(iii) Instances of significant fraud of which they have become aware and the involvement

therein, if any, of the management or an employee having a significant role in the company’sinternal control system over financial reporting.

(e) I affirm that we have not denied any personnel, access to the audit committee of the Company(in respect of matters involving alleged misconduct) and we have provided protection towhistleblowers from unfair termination and other unfair or prejudicial employment practices.

(f) I further declare that all Board members and senior managerial personnel have affirmedcompliance with the code of conduct for the current year.

For CTIL Limited(formerly known as Comp-u-learntech India Limited

Executive Director

CTIL LIMITED

23

AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members ofCTIL LIMITEDFormerly known asComp-U-Learn Tech India Limited,Hyderabad

We have examined the compliance of conditions of corporate governance by CTIL Limited for theyear ended on 31st March 2012, as stipulated in clause 49 of the Listing Agreement of the saidcompany with Stock Exchange.

The compliance of conditions of corporate governance is the responsibility of the management. Ourexamination was limited to a review of the procedures and implementation thereof, adopted by thecompany for ensuring the compliance of the conditions of the corporate Governance. It is neither anaudit nor an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations given to us,subject to:

i. Our reliance upon the certificate received by the company from its Registrar for the number ofcomplaints received from the shareholders and the number of complaints resolved during thefinancial year and that there are no share transfers pending as at the year end as stated underserial number 5 under Committees of Board of the Company’s report on the CorporateGovernance;

ii. Our having relied on the representation of the management that there was no transaction ofmaterial nature with the management of their relatives that may have potential conflict with theinterest of the company at large, as stipulated under serial 12(a) under Disclosure of thecompany’s report on corporate governance:

We certify that the company has complied with the conditions of Corporate Governance as stipulatedin the above-mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the viability of the Company northe efficiency or effectiveness with which the management has conducted the affairs of the Company.

Place: Hyderabad For BALAJI VISWANATH & CODate: 3rd of September’2012 CHARTERED ACCOUNTANTS

(B. Balaji Viswanath)Proprietor.

Membership No :029357

CTIL LIMITED

24

Auditors’ Report to the Members of CTIL LimitedFormerly known as Comp-U-Learn Tech India Limited.

1. We have audited the attached Balance Sheet of CTIL Limited as at 31st March 2012, and the Profitand Loss Account and the Cash Flow Statement of the Company for the year ended on that dateannexed thereto. These financial statements are the responsibility of the Company’s Management.Our responsibility is to express an opinion on these financial statements based on our audit.

2. We have conducted our audit in accordance with the generally accepted Auditing Standards inIndia. Those Standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. An audit includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements. Anaudit also includes assessing the accounting principles used and significant estimates made by theManagement, as well as evaluating the overall financial statement presentation. We believe thatour audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditor’s Report) Order, 2003 issued by the Central Government ofIndia in terms of sub-section (4A) of Section 227 of the Companies Act, 1956, we enclose in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the said Order.

4. Further to our comments in the Annexure referred to above, we report that:

(i) We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purposes of our audit;

(ii) In our opinion, proper books of account as required by law have been kept by the Company sofar as appears from our examination of those books;

(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this reportare in agreement with the books of account;

(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt withby this report comply with the Accounting Standards referred to in sub-section (3C) of Section211 of the Companies Act, 1956;

(v) On the basis of written representations received from the Directors as on 31st March 2012 andtaken on record by the Board of Directors, we report that none of the Directors is disqualified ason 31st March 2012 from being appointed as a Director in terms of clause (g) of sub-section (1)of Section 274 of the Companies Act, 1956;

(vi) In our opinion and to the best of our information and according to the explanations given to us,the said Accounts read with the notes thereon give the information required by the CompaniesAct, 1956, in the manner so required and give a true and fair view in conformity with theaccounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2012;(b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

For BALAJI VISWANATH & COCHARTERED ACCOUNTANTS

( Firm Reg No: 008194S)

Place: Hyderabad (B. Balaji Viswanath)Date: 03rd September 2012 Proprietor.


CTIL LIMITED

25

Annexure referred to in paragraph 3 of our report of even date1. The provisions of Clauses of Paragraph 4 of the Companies (Auditor’s Report) Order, 2003 listed

below are not applicable to the Company for the year:

a) Clause (viii) regarding maintenance of cost records under Section 209(1)(d) of theCompanies Act, 1956;

b) Clause (xi) regarding defaults in repayment of dues to financial institutions, bank anddebenture-holders;

c) Clause (xiii) regarding special statute applicable to Chit Funds and Nidhis / Mutual BenefitFund and Societies;

2. The Company has maintained proper records showing full particulars including quantitative detailsand situation of fixed assets. Fixed assets have been physically verified by the management duringthe year, which, in our opinion, is reasonable having regard to the size of the Company and thenature of its fixed assets. No material discrepancies were noticed on such verification.

3. In our opinion and according to the information and explanations given to us, the Company hasneither granted nor taken any loans secured or unsecured to / from companies, firms and otherparties entered in the Register maintained under Section 301 of the Companies Act, 1956.

4. The company has not accepted any deposits from the public within the meaning of Sections 58Aand 58AA of the Act and the rules framed there under.

5. In our opinion and according to the information and explanations given to us, there are adequateinternal control procedures commensurate with the size of the Company and the nature of itsbusiness with regard to purchases of courseware material, fixed assets and sale of coursewarematerial and software development services. During the course of our audit, no major weaknesshas been noticed in the internal controls.

6. In our opinion and according to the information and explanations given to us, there are no transactionsthat need to be entered into a register in pursuance of Section 301 of the Companies Act, 1956 andtherefore reporting under clause v(a) and v(b) of Paragraph 4 of the Order does not arise

7. In our opinion, the Company has an internal audit system commensurate with the size and nature ofits business.

8. According to the records of the Company, the company is regular in depositing with appropriateauthorities undisputed statutory dues including Provident fund, income tax, sales tax etc.. Therewere no amounts due to be transferred to Investor Education and Protection Fund. We are informedby the company that the company is exempted from provisions of the Employees State InsuranceAct. There are no undisputed amounts payable in respect of statutory dues, which are outstandingas at 31st March, 2011 for a period of more than six months from the date they become payable.

9. Based on our audit procedures and on the information and explanations given by the Management,there are no dues outstanding in respect of income tax, excise duty, customs duty, wealth tax andcess on account of any dispute

10. The accumulated losses of the company at the end of the financial year are not more than fiftypercent of its net worth. The company has not incurred cash losses during the current financial yearand also in the immediately preceding financial year

10 The company has not granted any loans and advances on the basis of security by way of pledge ofshares, debentures and other securities.

CTIL LIMITED

26

11 In our opinion and according to the information and explanations given to us, the Company is not adealer or trader in securities.

12 The company has not obtained any term loans during the year

13 Based on the information and explanations given to us, the Company has not given any guaranteesfor loans taken by others from banks or financial institutions.

14 According to the cash flow statement and other records examined by us and the information andexplanations given to us on an overall basis, funds raised on short term basis, prima facie, have notbeen used during the year for long term investment and vice versa.

15 According to information and explanation given to us, the company has not made any preferentialallotment of shares to parties and companies covered in the register maintained under section 301of the Act during the year.

16 The company has neither issued any debentures nor raised any money by public issue during theyear except for the preferential allotment it made.

17. Based upon the audit procedures performed and information and explanations given by theManagement, we report that no fraud on or by the Company has been noticed or reported during thecourse of our audit.

For BALAJI VISWANATH & COCHARTERED ACCOUNTANTS

( Firm Reg No: 008194S)

Place: Hyderabad (B. Balaji Viswanath)Date: 03rd September 2012 Proprietor.


CTIL LIMITED

27

I EQUITY AND LIABILITIES:1 Shareholders funds

(a) Share Capital 2 223855540 191550000(b) Reserves and Surplus 3 101468349 38162354

2 Share application money pending allotment 24870000 46956375

3 Non-current liabilities(a) Long-term borrowings 4 190578 -(b) Deferred tax Liability (net) 1764962 2350920(c) Other Long term liabilities 5 27783510 34028322(d) Long-term provisions - -

4 Current Liabilities(a) Short-term borrowings 6 85015578 89701460(b) Trade payables 42929433 51494071(c) Other current liabilities 7 41406188 35663608(d) Short-term provisions 8 746938 652967

TOTAL 550031076 490560077

II ASSETS:1 Non-current assets

(a) Fixed assets(i) Tangible assets 9 5421481 8431836(ii) Intangible assets 69186664 39420197(iii) Capital work - in - progress

(b) Non-current Investments 10 115643100 88667400(c) Deferred tax assets (net) - -(d) Long- Term Loans and advances - -

2 Current assets(a) Inventories 11 38465350 41400400(b) Trade Receivables 12 278044661 277965703(c) Cash and bank balances 13 11325087 4714804(d) Short -term loans and advances 14 31480573 29442805(e) Other current assets 15 464160 516932

TOTAL 550031076 490560077

Significant Accounting policies and notes to accounts 1 to 35

CTIL LIMITED(Formerly COMP-U-LEARNTECH INDIA LIMITED)

6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS, BEGUMPET, HYDERABAD - 500016

STAND ALONE BALANCE SHEET AS AT 31st MARCH,2012

Particulars Note No. As At As AtMarch 31, 2012 March 31, 2011

As per our Report of even date For and on behalf of the boardfor Balaji Viswanath & Co, CTIL LimitedChartered Accountants. sd/- sd/- sd/-B.Balaji Viswanath PVV Satyanarayana K. RameshProprietor Chairman Executive DirectorM.No. 029357

Place : HyderabadDate : 02-09-2012

STAND ALONE FINANCIAL STATEMENTS

CTIL LIMITED

28


6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS, BEGUMPET, HYDERABAD - 500016STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2012

Particulars Note No. As At As AtMarch 31, 2012 March 31, 2011

I Revenue from operations 16 153482247 195581589

II Other Income 17 1614890 527151

III Total Revenue (I+II) 155097137 196108740

IV Expenses:

a) (Increase)/Decrease in Inventory 18 2935050 (41400400)

b) Operating Expenses 19 101984608 150271896

c) Employee benefit Exepense 20 14286368 51346622

d) Finance Costs 21 13380527 6188869

e) Depreciation and amortisation expense 10 3402355 5580060

f) Other Exepenses 22 15079433 14177244

Total Expenses 151068341 186164291

V Profit before tax (III-IV) 4028796 9944449

VI Tax Expense:

(a) Current tax 23 746938 652967

(b) Deferred Tax (585958) (545682)

160980 107285

VII Profit / (Loss) for the period (V-VI) 3867816 9837164

VIII Earnings per equity share:(Face value of Rs.10/- each)

(1) Basic 0.17 0.51

(2) Diluted 0.19 0.51

Significant accounting policies andnotes to accounts 1 to 35




CTIL LIMITED

29

AuthorisedEquity Shares of Rs. 10/- each 50000000 500000000 50000000 500000000Issued, Subscribed and Paid upEquity Shares of Rs. 10/- each fully paid up 22385554 223855540 19155000 191550000(Refer footnote (a) to (c) below)

Total 22385554 223855540 19155000 191550000

Footnote:(a)Reconciliation of the number of shares outstanding as at March 31, 2012 and March 31, 2011:

Equity Shares outstanding at thebeginning of the year 19155000 191550000 18500000 185000000

Equity Shares Issued during the year 3230554 32305540 655000 6550000

Equity Shares bought back duringthe year - - - -

Equity Shares outstanding at theend of the year 22385554 223855540 19155000 191550000

(b) Details of Shareholders holding more than 5% shares:

1 Pinnamaneni Jagadeesh Babu 1391000 6.21% 991000 5.17%

(c) Details of Shareholding by Holding company and its subsidiaries:

Nill - - - -


6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS, BEGUMPET, HYDERABAD - 500016Notes to accounts

NOTE NO: 2 - SHARE CAPITAL:

ParticularsNumber Rupees Number Rupees

As At March 31, 2012 As At March 31, 2011



ParticularsNo. of

Shares held% of

HoldingNo. of

Shares held% of

Holding


ParticularsNo. of

Shares held% of

HoldingNo. of

Shares held% of

Holding



CTIL LIMITED

30


6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS, BEGUMPET, HYDERABAD - 500016Notes to accounts

NOTE NO: 3 - RESERVES AND SURPLUS:

i) Securities Premium reserveOpening Balance 63885000 52750000(+) Additions during the year 54919418 11135000Closing Balance 118804418 63885000

ii) General ReserveOpening Balance - -(+) Share application on warrants forfieted 4518761 -

-Closing Balance 4518761 0

iii) Surplus -25722646 -35559810(+)Additions for the year 3867816 9837164(-) Appropriations -Closing Balance -21854830 -25722646

Total ( a + b+c) 101468349 38162354

Secured LoansTerm LoansFrom Financial Institutions- Magma Finance Corporation Limited 190578 -Hypothecation LoansFrom Banks

- Uco Bank - -(Refer foot note (a) to (c) below) 190578 0

NOTE : 4 - LONG TERM BORROWINGS:

As At As AtMarch 31, 2012 March 31, 2011

Rupees RupeesParticulars

As At As AtMarch 31, 2012 March 31, 2011

Rupees RupeesParticulars

Foot Note(a) Security Details Hypothecation loans are secured by hypothecation of such assets.

(b) Repayment conditions : Term loans are repayable on equated monthly instalments.


CTIL LIMITED

31



NOTE NO: 5 - OTHER LONG TERM LIABILITIES:

UNSECURED LOANS FROM K. RAMESH 3683510 3683510PRIORITY PROJECTS 3804490P. VENKATA RAMANA 175000 175000P. RATNA PRAMEELA 1500000 1500000P. NAGANDRA PRASAD 1500000 1500000P. MOHINI RAJYA LAKSHMI 300000 300000P. SITARAMAMMA 2100000 2100000P. ANANTHA LAKSHMI 1500000 1500000P. GOKUL CHAND 1500000 1500000P. VENKATESWARA RAO 1500000 1500000P. SAI LAKSHMI 1800000 1800000SRI LAKSHMI PALETI 1500000 1500000NARENDRA BABU PALETI 120000 120000PRATAP CHIRUMAMILLA 1500000 1500000ANIL KUMAR POTLA 1500000 1500000VENKATESWAR RAO MALEMPATI 1500000 1500000BHANU PRASAD 105000 105000MURALIDHAR SAI NARAPAREDDY 1500000 1500000PRASANNA VINNAKOTA 1500000 1500000K. RADHA KRISHNA 1500000 1500000M. VENKATESWARA RAO 1500000 1500000VAL ADVANCED COMPUTING SYSTEMS PVT. LTD. 2290322VARDHAMAN VOICE CALL PRIVATE LIMITED 50000SECURITY DEPOSIT 100000

27783510 34028322

As AtMarch 31, 2011

Rupees

As AtMarch 31, 2012

Rupees

PARTICULARS

NOTE NO: 6 - SHORT TERM BORROWINGS:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At

March 31, 2012Rupees

Working Capital Loans from banks

i) Uco Bank - Packing Credit 37630000 35295100

ii) UCo Bank - FBP 47385578 54406360

(Security details refer foot note below)

85015578 89701460

Foot Note:(a) Security details:

(i) secured by mortagages on all the present and future movable assets of the company and securedby EM of office premises located at 6-3-1192/2/1 to 16, Kundan Bagh, Begumpet, Hyderabadbelonging to SPRY Resources India Private Limited and guaranteed by Spry Resources IndiaPrivate Limited and the directors in their personal capacities


CTIL LIMITED

32



NOTE NO: 7 - OTHER CURRENT LIABILITIES:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


(a) Share Application Money

(b) Share Warrant Application Money 12364883

(c) Interest accured but not bue 1852

(d) Statutory dues payable 2781235 3316027

(e) Expenses Payable 26160521 32347581

(f) Vehicle Loan instalments due in the next 12 Months 97697

41406188 35663608

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


(a) Provision for Income tax 746938 652967(b) Provision for Expenses

746938 652967

Notes to accountsNOTE NO: 8 - SHORT-TERM PROVISIONS:

NOTE NO: 10 - NON-CURRENT INVESTMENTS:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


Long term investments in Equities

Unquoted—Subsidiaries

-Ace BPO Services Private Limirted 36000000 36000000

-CTIL (Hong Kong) Limited 2787900 2787900

-CTIL Infrastructure Private Limited 27075700 100000

-CTIL Media Private Limited 1000000 1000000

-SPRY Resources India Private Limited 46500000 46500000

-Comp-u-learn Middle East FZC 2279500 2279500

Others NIL NIL

115643100 88667400


CTIL LIMITED

33

NOTE NO: 11 - INVENTORIES:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


a) Work in process in respect of partrly executed projects 38465350 41400400

38465350 41400400

NOTE NO: 12 - TRADE RECEIVABLES:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


(Unsecured and considered good)(a) Debts outstanding for more than six months 194051478 164032373(b) Other debts 83993183 113933330

278044661 277965703

NOTE NO: 13 - CASH AND CASH EQUIVALENTS:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


(a) Cash and cash equivalents:

(i) Balances with banks;(1) In Deposit Accounts 25000(2) In Current Accounts 11271042 4606016(3) Cheques on Hand -

(ii) Cash on hand 54045 83788 (b) Other bank balances:In Deposit Accounts - -

11325087 4714804

NOTE NO: 14 - SHORT TERM LOANS AND ADVANCES:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


(Unsecured and considered good)

(a) Loans to related parties 12814073 28686000

(b) Deposits 56500 56500

(c) Other advances & Receivables 18610000 700305

31480573 29442805


CTIL LIMITED

34

NOTE NO: 15 - OTHER CURRENT ASSETS:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


(a) Advance Tax and TDS 464160 516932

464160 516932

NOTE NO: 16 - REVENUE FROM OPERATIONS:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


Income from Software Development 153482247 195581589

153482247 195581589

NOTE NO: 17 - OTHER INCOME:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


Interest Income 103616 527151Exchange rate differences 627844 -Website Development Charges 883430 -

1614890 527151

NOTE NO: 18 - CHANGES IN INVENTORIES:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


Closing Stock 38465350 41400400Less: Opening Stock 41400400 -

-2935050 41400400

NOTE NO: 19 - OPERATING EXPENSES:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


Software Development Charges 100784660 147178310Computer Consummables 686213 805920Exchange rate differences - 267695Consultancy charges 150000 -Discounts - 1122622Building Maintenance - 329108Computors, electrical and other hardware Maintenance 363735 568241

101984608 150271896


CTIL LIMITED

35

NOTE NO.20 - EMPLOYEE BENEFIT EXPENSE:

Salaries,wages and bonus 13047262 48688472Staff Welfare 699106 858150Directors Remuneration 540000 1800000

14286368 51346622

NOTE NO: 21 - FINANCE COSTS:

As AtMarch 31, 2011

Rupees

PARTICULARSAs At


As AtMarch 31, 2011

Rupees

PARTICULARSAs At


(a) Interest Expenses- on working capital loans 12376461 5005247-on TDS 175004 -- others 34743 -

(b) Other borrowing costs- Bank Charges 794319 1183622

13380527 6188869NOTE NO: 22 - OTHER EXPENSES:

As AtMarch 31, 2011

RupeesPARTICULARS

As AtMarch 31, 2012

Rupees

Advertisement & publicity 41984 48249Audit Expenses - 25000Audit fee & certification charges 150000 150000Board Meeting Expenses 188160 150000Books and Periodicals - 215420Business Promotion/Marketing Expenses 658010 786500Certification Expenses 5000 -Directors Sitting Fee 150000 -Electricity 219991 168224General Meeting Expenses 79286 125350Insurance 1589773 2050591Internet 48000 48000Miscellaneous Expenses Written off 4420833 2914283Office Maintenance 836020 895816Petrol and diesel 763050 928130Postage &Courier Service charges 671240 665100Printing & Stationery 883401 614735Licenses,Rates & Taxes 778986 712375Security Charges 69600 59433Telephone Charges 644929 261648Travelling & conveyance 2881170 3358390

15079433 14177244

NOTE NO: 23- CURRENT TAX:As At


PARTICULARSAs At


Current tax 746938 652967Less: MAT credit entitlement -Net Current tax 746938 652967


CTIL LIMITED

36

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CTIL LIMITED

37

A. Cashflow from Operating Activities

Profit before tax and extraordinary activities 3,867,816 9,837,164Add: Depreciation 3,402,355 5,580,060Deferred Tax (585,958) (545,682)

2,816,397 5,034,378

Operating Profit before working capital changes 6,684,213 14,871,542Less: Increase in trade and other receivables (2,063,954) (164,613,586)(Increase) / Decrease in Inventories 2,935,050(Decrease) in trade and other payables (2,728,087) (1,856,991) 37,681,102 (126,932,484)

Cash generated from operations 4,827,222 (112,060,942)

Cashflow before extraordinary items 4,827,222 (112,060,942)Cash Generated in Operating Activities

Total A 4,827,222 Total A (112,060,942)B. Cashflow from Investment Activities

Investments made in others 26,975,700 (16,487,100)Payment for purchase of fixed assets 392,000Decrease in Long Term Liabilities 6,054,234Share Application Money received 69,657,344 22,216,375Intangible Assets 29,766,467 6,468,943 12,151,217 26,552,258Net cash from Investing Activities

Total B 6,468,943 Total B 26,552,258C. Cashflow from Financing Activities

Working Capital Loan from Bank (4,685,882) (4,685,882) 82,925,211 82,925,211

Net cash from Financing Activities Total C (4,685,882) Total C 82,925,211Net Increase in cash

and cash equivalents A+B+C 6,610,283 A+B+C (2,583,473)

Opening cash and cash equivalents 4,714,804 7,354,777Closing cash and cash equivalents 11,325,087 4,771,304

6,610,283 (2,583,473)

CTIL LIMITEDFORMERLY KNOWN AS COMP-U-LEARN TECH INDIA LIMITED

CASHFLOW STATEMENT FOR THE YEAR ENDED 31st MARCH,2012

Particulars

Rs Rs Rs. Rs.

for the year ended31st March,2012

for the year ended31st March,2011




CTIL LIMITED

38

NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31st MARCH, 2012

Note No. 1: SIGNIFICANT ACCOUNTING POLICIES

a) Basis for preparation of financial statements:

The financial statements have been prepared under the historical cost convention and in accordancewith the applicable Accounting Standards prescribed in the companies (Accounting Standards)Rules, 2006 and relevant presentational requirements of the companies Act, 1956 as adoptedconsistently by the company.

Accounting policies not specifically referred to otherwise are in consonance with prudent accountingprinciples.

b) Revenue Recognition:

All incomes, revenues, expenses, assets and liabilities having material bearing on the financialstatements are recognized on accrual basis, unless otherwise stated.

The preparation of financial statements in conformity with generally accepted accounting principlesrequires that the management of the company makes estimates and assumptions that effect thereported amounts of income and expenses of the period, the reported balances of assets andliabilities as of the date of financial statements.

c) Inventories:

Stock in process is valued at cost of Execution.

d) Fixed Assets:

Fixed assets are stated at cost of acquisition (inclusive of duties, taxes and incidental expensesrelated to acquisition) less depreciation.

e) Depreciation:

Depreciation is charged in respect of all assets on pro-rata basis by Written Down Value method atthe rates specified and in the manner prescribed under schedule XIV of the Companies Act, 1956.Where the cost of the Assets does not exceed Rs. 5,000, depreciation is provided at hundredpercent rate in the year of purchase.

f) Retirement Benefits:

a) Retirement benefits will be provided on cash basis .

b) Liability towards Gratuity is not provided. Leave encashment is not applicable to the companyas per the terms and conditions of employment

g) Foreign currency transactions and translation:

All transactions in foreign currencies are recorded on the basis of the exchange rates prevailing ason the date of the transaction. Fluctuation Gain or Loss on realization / payment is charged off /credited to profit and loss account. The amounts receivable in foreign currencies at the year-endare translated at the rate of exchange prevailing on that date and the net resultant gain/loss is dealtwith in the profit and loss account.

h) Taxation

Provision for Taxation, the aggregate of Income Tax Liability on the profits for the year chargeableto tax and Deferred Tax resulting from timing differences between Book and Tax Profits, if any, isconsidered in accordance with the Accounting Standard – 22 (AS-22), Accounting for Taxes onIncome, issued by the Institute of Chartered Accountants of India.


CTIL LIMITED

39

Note No. 24 Estimated amount of contracts remaining to be executed on capital accounts Rs. NIL(Previous year Rs. Nil )

1. Claims against the company, not acknowledged as debts Rs. NIL (Previous year Rs. Nil )

Note No. 25 Payments to Statutory Auditor:

2011-12 2010-11Audit feeStatutory 1,00,000 1,00,000Tax 50,000 50,000

Total 1,50,000 1,50,000

Note No. 26. a. Current Tax :

Provision for the current tax has been provided as per the provisions of the Income Tax Act, 1961.

b. Deferred Tax The Deferred Tax Asset in adoption of new A.S.22 “Taxation Income” issued by The Institute ofChartered Accountants of India amounting to Rs. 585958/- resulting from timing differences betweenbook and tax profits is accounted for under the liability method, at the current rate of tax, to the extentthat the timing differences are expected to crystallize.

Note No. 27. Segment Reporting: The company is engaged in Software Development business which as per Accounting Standard17 is considered the only reportable business segment. As part of secondary reporting, revenuesare attributable to geographic areas based on the location of the customers.

Geographical Segments: 2011-12 2010-11India ———— ————-Outside India 1534.82 1955.82Total Income 1534.82 1955.82

Note No. 28. Related party Disclosures:

1. Related Party disclosures in accordance with AS-18 issued by The Institute of Chartered Accountantsof India by virtue of share holding and key management personnel.

a) Relation Shipi. Associate Companies :ii 100% Subsidiary Companies : CTIL Infrastructure Pvt Ltd

CTIL Media Pvt LtdIii Other Indian Subsidiaries : SPRY Resources India Pvt. Ltd.

ACE BPO Services Pvt. Ltd.iii. Key Management Personnel : Executive Directors

b) The following transactions were carried out with related parties in the ordinary course of business.


CTIL LIMITED

40

CTIL Infrastructure Pvt. Ltd. Stake 2011-12 2010-11

Opening Balance 100% 28686000 1725000Investment made during the year 1040000 26961000Balance at the year end 29726000 28686000Maximum Outstanding during the year 29726000 28686000

CTIL Media Pvt. Ltd. 100%Opening Balance 1000000 1000000Investment made during the year Nil NilBalance at the year end 1000000 1000000Maximum Outstanding during the year 1000000 1000000

SPRY Resources India Pvt. Ltd. 55%Opening Balance 65145464 54458755Investment made during the year -5831391 10686709Balance at the year end 59314073 65145464Maximum Outstanding during the year 67275464 80441279

ACE BPO Services Pvt. Ltd. 60%Opening Balance 36000000 36000000Investment made during the year NIL NILBalance at the year end 36000000 36000000Maximum Outstanding during the year 36000000 36000000

ii. Key Management Personnel Remuneration paid 5.40 lakhs 9.00 lakhs

Note No 29. Earnings per Share2011-2012 2010-2011

Rs. Rs.Net Profit after tax 3867816 98,37,165Weighted average number of Equityshares outstanding 22385554 1,91,55,000Basic Earnings per Share 0.17 0.19Diluted Earnings per Share 0.51 0.51

Note No. 30. There are no amounts due to small-scale industrial undertakings, to whom the companyowes a sum which is outstanding for more than 30 days and hence the details in respect of outstandingdues to small-scale industrial undertakings are not furnished, as required as per the notificationNo.GSR 129(E) dated 22nd February 1999.

Note No. 31. Expenditure in Foreign Currency:

Year ended Year ended31st March, 2012 31st March, 2011

Rs.Lakhs Rs. Lakhs

Traveling Expenses 5.89 11.26


CTIL LIMITED

41

Note No. 32. CIF Value of Imports:

Year endedRs. Year ended31st March, 2012 31st March, 2011

Rs. Rs.Capital Goods and Software NIL Nil

Note No. 33 Earnings in Foreign Currency:

Year ended Year ended31st March, 2012 31st March, 2011

Rs in lakhs Rs in lakhs

Software Development Services 1534.82 1955.82

Note No. 34 Number of employees who were in receipt of remuneration of Rs. 60,00,000 or more ifemployed through-out the year or Rs. 5,00,000/-per month if employed for a part of the year is NIL.

Note No. 35 Previous year’s figures have been regrouped wherever necessary to conform to thecurrent years’ classification.

As per report of even date attachedFor CTIL LimitedFormerly known asCOMPU-U-LEARN TECH INDIA LIMITED

Chairman For BALAJI VISWANATH & CO.,CHARTERED ACCOUNTANTS( Firm Reg No: 008194S)

Exec. Director (B.Balaji Viswanath)Proprietor.

Membership No:029357Place: HyderabadDate: 03rd September, 2012


CTIL LIMITED

42

CONSOLIDATEDAUDITOR’S REPORTTO THE Board of DirectorsCTIL LimitedFormerly known asCOMPU-U-LEARN TECH INDIA LIMITED

We have audited the attached consolidated Balance Sheet of CTIL Limited (company) and its Subsidiaries(collectively referred to as “the Group”) as at 31st March 2012, and also the Consolidated Profit and lossAccount and the consolidated cash Flow Statement for the year ended on that date annexed thereto.These financial statements are the responsibility of the Company’s management and have been preparedby the Management on the basis of separate financial statements and other financial information regardingcomponents. Our responsibility is to express an opinion on these financial statements based on ouraudit.We conducted our audit in accordance with the auditing standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by Management, as well asevaluating the overall financial statement presentation. We believe that our audit provides a reasonablebasis for our opinion.1. We did not audit the attached financial statements of subsidiaries as at 31st March 2012. The

financial statement and other financial information of M/S SPRY Resources India private Limited,M/S ACE BPO services private Limited, M/S CTIL Infrastructure private Limited, have been auditedby their respective auditors whose reports have been furnished to us and our opinion is basedsolely on the report of the respective auditors. In case of Comp-U-Learn middle east FZC being asubsidiary of the company in Dubai where financial year ends by 30th June and as a matter ofprudence, their financial statements prepared in accordance with the normally accepted accountingpolicies and practices have been furnished to us by the Board of directors along with their declaration.In the case of CTIL Hong Kong, a wholly owned subsidiary of the company in Hong kong wherefinancial year ends by 31st August, financial statements prepared in accordance with the normallyaccepted accounting policies and practices have been furnished to us by the Board of directorsalong with their declaration. Accordingly our opinion is based solely on the declaration of the Boardof directors.

2. We report that the consolidated financial statements have been prepared by the Company’smanagement in accordance with the requirements of Accounting Standards (AS) 21, ConsolidatedFinancial statements and Accounting Standards (AS) 23, Accounting for Investments in Associatesin Consolidated Financial Statements issued by the Institute of Chartered Accountants of India.

3. Based on our audit as aforesaid, and on consideration of reports of other auditors on the separatefinancial statements and to the best of our information and according to the explanation given to usand declaration by the board of directors, we are of the opinion that the attached consolidatedfinancial statements give a true and fair view in conformity with the accounting principles generallyaccepted in India.I. In the case of the Consolidated Balance Sheet, of the State of Affairs of the Group as at 31st

March 2012.II. In case of the Consolidated Profit and Loss Account, of the Profit of the Group for the year

ended on that date.AS PER OUR REPORTS OF EVEN DATE

For Balaji Viswanath & Co. B.Balaji ViswanathChartered Accountants ProprietorPlace: Hyderabad Membership No:029357Date: 03-09-2012

CONSOLIDATED FINANCIAL STATEMENT

CTIL LIMITED

43

EQUITY AND LIABILITIES:Shareholders funds

(a) Share Capital 2 223855540 191550000(b) Reserves and Surplus 3 278183480 120864603(c) Capital Reserve 5011600 5011600

Share application money pending allotment 24870000 61915375Non-current liabilities

(a) Long-term borrowings 4 21055543 20668543(b) Deferred tax Liability (net) 961426 1808077(c) Other Long term liabilities 5 38198510 34043627(d) Long-term provisions(e) Minority Interest 203325469 119279685

Current Liabilities(a) Short-term borrowings 7 109549203 100038136(b) Trade payables 49719142 28418720(c) Other current liabilities 8 59813473 98961828(d) Short-term provisions 9 2911892 4301222

TOTAL 1017455278 786861416ASSETS:Non-current assets Ace(a) Fixed assets 15223187

(i) Tangible assets 9 32302413 35392311(ii) Intangible assets 94268732 67492674(III) Goodwill 31574484 31574484(iii) Capital work - in - progress

(b) Non-current Investments 10 6154082 4802008(c) Long- Term Loans and advances 6 23015000 43728960Current assets(a) Inventories 11 41280300 45310500(b) Trade Receivables 12 681333800 527508547(c) Cash and bank balances 13 14463280 13648894(d) Short -term loans and advances 14 91641309 979593(e) Other current assets 15 1421878 1200258

TOTAL 1017455278 786861416

CTIL LIMITEDFORMERLY KNOWN AS COMP-U-LEARNTECH INDIA LIMITED

6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDSBEGUMPET, HYDERABAD - 500016

CONSOLIDATED BALANCE SHEET AS AT 31st MARCH,2012(Amount in Rupees)

Particulars Note No.As At

March 31, 2012As At

March 31, 2011

Significant Accounting policies and notes to accounts 1 to 24 As per our Report of even date For and on behalf of the boardfor Balaji Viswanath & Co,Chartered Accountants.

sd/- sd/- sd/-B.Balaji Viswanath PVV Satyanarayana K. RameshProprietor Chairman Executive DirectorM.No. 029357Place : HyderabadDate : 03-09-2012


CTIL LIMITED

44


II Other Income 17 150873 739770


IV Expenses:

a) (Increase)/Decrease in Inventory 18 4030200 -40805300



d) Finance Costs 21 21360314 12808878



Total Expenses 676529052 607899781


VI Tax Expense:

(a) Current tax 23 2597309 1042634

(b) Deferred Tax -828551 (665382)

1768758 377252


VIII Prior Period Adjustments 201335

IX Minority Interest 85780735 64286077

IX Net Profit 99665047 77544188

VIII Earnings per equity share:(Face value of Rs.10/- each)

(1) Basic 4.45 4.05

(2) Diluted 4.98 4.08

CTIL LIMITED FORMERLY KNOWN AS COMP-U-LEARNTECH INDIA LIMITED

6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS , BEGUMPET, HYDERABAD - 500016CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2012

(Amount in Rupees)

Particulars Note No.Year Ended

March 31, 2012Year Ended

March 31, 2011

Significant accounting policies and notes to accounts 1 to 24

As per our Report of even date For and on behalf of the boardfor Balaji Viswanath & Co,Chartered Accountants.

sd/- sd/- sd/-B.Balaji Viswanath PVV Satyanarayana K. RameshProprietor Chairman Executive DirectorM.No. 029357Place : HyderabadDate : 03-09-2012


CTIL LIMITED

45

AuthorisedEquity Shares of Rs. 10/- each 50000000 500000000 50000000 500000000Issued, Subscribed and Paid upEquity Shares of Rs. 10/- eachfully paid up 22385554 223855540 19155000 191550000(Refer footnote (a) to (c) below)Total 22385554 223855540 19155000 191550000

Footnote:(a)Reconciliation of the number of shares outstanding as at March 31, 2012 and March 31, 2011:

Equity Shares outstanding at thebeginning of the year 19155000 191550000 18500000 185000000

Equity Shares Issued during the year 3230554 32305540 655000 6550000Equity Shares bought back during the year - - - -Equity Shares outstanding at theend of the year 22385554 223855540 19155000 191550000


1 Pinnamaneni Jagadeesh Babu 1391000 6.21% 991000 5.17%


- - - -

CTIL LIMITED FORMERLY KNOWN AS COMP-U-LEARNTECH INDIA LIMITED

Notes to accountsNOTE NO: 2 - SHARE CAPITAL:





ParticularsNo. of

Shares held% of

HoldingNo. of

Shares held% of

Holding


ParticularsNo. of

Shares held% of

HoldingNo. of

Shares held% of

Holding



CTIL LIMITED

46

i) Securities Premium reserveOpening Balance 96637000 63885000(+) Additions during the year 54919418Closing Balance 151556418 63885000

ii) General ReserveOpening Balance 0(+) Share application on warrants forfieted 4518761Closing Balance 4518761

iii) Surplus 62768212 -20564585(+)Additions for the year 99270997 77544188(-) AppropriationsClosing Balance 162039209 56979603Total ( a + b+c) 318114388 120864603


Secured LoansTerm LoansFrom Financial Institutions- Magma Finance Corporation Limited 190578 -Uco Bank 11868488 17,170,933.00- Kotak Mahindra Prime Limited 506844 1,420,611.00- Shri Ram City Union Finance Limited 6000000- HDFC Bank 1433744 2,076,999.00-Volks Wagon Finanace Limited 1055889Hypothecation LoansFrom Banks 0- Uco Bank 0(Refer foot note (a) to (c) below)

21055543 20668543

Foot Note(a) security Details

Hypothecation loans are secured by hypothecation of such assets.(b) Repayment conditions :

Term loans are repayable on equated monthly instalments.

Particulars


Notes to accountsNOTE NO: 3 - RESERVES AND SURPLUS:

ConsolidatedAs At

March 31, 2011

ParticularsConsolidated


CTIL LIMITED

47


Notes to accountsNOTE NO: 5 - OTHER LONG TERM LIABILITIES:

PARTICULARS ConsolidatedAs At

March 31, 2011

UNSECURED LOANS FROM K. RAMESH 3683510 3683510

P. VENKATA RAMANA 175000 175000

P. RATNA PRAMEELA 1500000 1500000

P. NAGANDRA PRASAD 1500000 1500000

P. MOHINI RAJYA LAKSHMI 300000 300000

P. SITARAMAMMA 2100000 2100000

P. ANANTHA LAKSHMI 1500000 1500000

P. GOKUL CHAND 1500000 1500000

P. VENKATESWARA RAO 1500000 1500000

P. SAI LAKSHMI 1800000 1800000

SRI LAKSHMI PALETI 1500000 1500000

NARENDRA BABU PALETI 120000 120000

PRATAP CHIRUMAMILLA 1500000 1500000

ANIL KUMAR POTLA 1500000 1500000

VENKATESWAR RAO MALEMPATI 1500000 1500000

BHANU PRASAD 105000 105000

MURALIDHAR SAI NARAPAREDDY 1500000 1500000

PRASANNA VINNAKOTA 1500000 1500000

K. RADHA KRISHNA 1500000 1500000

M. VENKATESWARA RAO 1500000 1500000

VAL ADVANCED COMPUTING SYSTEMS PVT. LTD. - 2290322

VARDHAMAN VOICE CALL PRIVATE LIMITED - 50000

SECURITY DEPOSIT - 100000

PINNAMANENI HOLDINGS PRIVATE LIMITED 9625000 -

DECORUM SOFWARE PVT. LTD. 150000 305

SRECKO INDHAN LIMITED 190000 -

ANTARTIC SOFTWARE PVT. LTD. - 15000

ACE BPO SERVICES PRIVATE LIMITED - -

PRIORITY PROJECTS PRIVATE LIMITED - 3804490

PTR SOFTWARE PRIVATE LIMITED 450000 -

38198510 34043627


CTIL LIMITED

48

(a) Advance for acquisition of Land 17350000 19950000(b) Dainik Properties Pvt. Ltd 1000000 1000000(c) DLF Homes Goa Pvt. Ltd 500000 500000(d) Greenline Tea and Exports Limited 350000 3100000(e) Ishant Properties Pvt. Ltd 425000 425000(f) Maitreya Electricals 1000000 1000000(g) P. Sudheer Babu 450000 450000(h) Teleflex Infoservices Pvt. Ltd. 500000 500000(i) Vedic Contructions 400000 400000(j) Schoolnet online Pvt. Ltd - 200000(k) PPK Software Pvt. Ltd - 500000(l) Priority Homes pvt. Ltd. - 11237418(m) Priority Projects pvt. Ltd. - 1469982(n) Priority Properties pvt. Ltd. - 1246560(o) PSB Software pvt. Ltd. - 500000(p) Shaik Kaleshavali - 500000(q) Shaili Estates - 750000(r) Antartic software pvt. Ltd. 1040000 -

23015000 43728960


Working Capital Loans from banksi) Uco Bank - Packing Credit 37630000 -ii) UCo Bank - FBP 56974225 90595298III) Uco Bank- Cash Credit 14944978 9442838

(Security details refer foot note below)109549203 100038136


(i) secured by mortagages on all the present and future movable assets of the company andsecured by EM of office premises located at 6-3-1192/2/1 to 16, Kundan Bagh, Begumpet,Hyderabad belonging to SPRY Resources India Private Limited and guaranteed by Spry ResourcesIndia Private Limited and the directors in their personal capacities


Notes to accountsNOTE NO: 6 - LONG TERM LOANS AND ADVANCES:


March 31, 2011


March 31, 2011


CTIL LIMITED

49


(a) Share Application Money 2608800 -(b) Share Warrant Application Money 12364883 -(c) Interest accured but not bue 1852 -(d) Statutory dues payable 3617215 -(e) Expenses Payable 35669096 98744304(e) Directors advances 3692358 -(g) Vehicle Loan instalments due in the next 12 Months 1559269 -(h) Others 300000 217524

59813473 98961828

NOTE NO: 9 - SHORT-TERM PROVISIONS:

(a) Provision for Income tax 2595952 4301222(b) Provision for Expenses 315940 -

2911892.094 4301222


Long term investments in EquitiesQuoted Investments 6146986 4802008Bank Deposits with maturity beyond one year 7096

6154082 4802008


a) Work in process in respect of partrly executed projects 41280300 4531050041280300 45310500

NOTE NO: 12 - TRADE RECEIVABLES:


681333800 527508547


March 31, 2011


March 31, 2011


March 31, 2011


March 31, 2011


March 31, 2011


CTIL LIMITED

50

CTIL LIMITEDNotes to accountsNOTE NO: 13 - CASH AND CASH EQUIVALENTS:

(a) Cash and cash equivalents:(i) Balances with banks;

(1) In Deposit Accounts - 1163034 (2)In Current Accounts 12638049 8778087(3) Cheques on Hand - -

(ii) Cash on hand 1660923 1109782(b) Other bank balances:

In Deposit Accounts 164308 2,597,99114463280 13648894


(Unsecured and considered good)(a) Advances towards Materials and expenses 27278765 150000(b) Deposits 8975250 -(c) Mat Credit Receivable 20623 25153(d) Other advances & Receivables 55211391 804440(e) Service Tax Abatement 155280 -

91641309 979593


(a) Advance Tax and TDS 1421878 12002581421878 1200258


Income from Software Development 835960818 724120908BPO Income 25039919 23246620Contract Receipts 51210 2000000Websitre Development charges 883430Other Operating Income: Exchange rate differences 1858677

863794054 749367528


March 31, 2011


March 31, 2011


March 31, 2011


March 31, 2011


CTIL LIMITED

51


Interest Income 150873 739770

150873 739770 NOTE NO: 18 - CHANGES IN INVENTORIES:

Closing Stock 41280300 40805300Less: Opening Stock 45310500 -

-4030200 40805300


Software Development Charges 496401444 480018344Computer Consummables 686213 808645Consultancy charges 4379879 2809880Building Maintenance - -Internet 72000 -Computors, electrical and other hardware Maintenance 489135 21600Medical Transcription Charges - 3010250Labour - 900,450.00

502028671 487569169


Salaries,wages and bonus 73497745 90083214Employer’s Contribution to PF and ESI 162432 210159Staff Welfare 961209 1598877Directors Remuneration 6059638 7414336Incesntives

80681024 99306586

NOTE NO: 21 - FINANCE COSTS:

(a) Interest Expenses- on working capital loans 17031387 2355991- on Term Loan 2339021 8416704 -on Vehicle Loans 449414 360536-on TDS & Income Tax 214188 -- others 34743 -

(b) Other borrowing costs- Bank Charges 1291561 1675647-Processing Charges - --Gurantee Commission - -

21360314 12808878


March 31, 2011


March 31, 2011


March 31, 2011


March 31, 2011


March 31, 2011


CTIL LIMITED

52

NOTE NO: 22 - OTHER EXPENSES:

Advertisement & publicity 60705 87570Audit Expenses 39000 25000Audit fee & certification charges 205000 255160Board Meeting Expenses 188160 150000Books and Periodicals - 216310Business Promotion/Marketing Expenses 658010 786500Certification Expenses 5000 -Directors Sitting Fee 150000 -Discounts - 1122622Electricity 620184 551150Exchange rate differences - 1004928General Meeting Expenses 79286 125350General Expenses 40468Insurance 1997353 2499544Internet 407988 481785Miscellaneous Expenses Written off 7415654 3801164Office Maintenance 35953476 14633695Petrol and diesel 763050 -Professional Fees 0 -Postage &Courier Service charges 724170 713986Printing & Stationery 1409322 1000680Licenses,Rates & Taxes 2335548 2309352Loss on sale of Fixed Assets - 285889Repais and Maintenance - 1271372Rent 440400 -Security Charges 174000 59433Telephone Charges 1583817 904544Travelling & conveyance 6707822 6962437Vehicle Maintenance - 1258515VOIP Call Charges 269596 175271

62228008 40682257

NOTE NO: 23- CURRENT TAX:

Current tax 746938 -Less: MAT credit entitlementNet Current tax 746938


March 31, 2011


March 31, 2011


CTIL LIMITED

53

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CTIL LIMITED

54

SPRY RESOURCES INDIA PVT LTD

DIRECTORS REPORT:

ToThe Members of the Company

Your Directors have pleasure in presenting the 14th Annual Report of your Company along with theAudited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTSFinancial Results for the year ended 31.03.2012 are summarized below:

(Rs.in lakhs)

PARTICULARS 2011-12 2010-11

Gross Income from Operations 370.59 430.01

Gross Profit / Loss before Depreciation 98.45 78.13

Less: Finance Charges 77.45 60.73

Less: Depreciation 18.05 17.96

Operating Profit 2.95 -0.56

Add: Other Income 0.15 1.68

Profit / (Loss) 3.10 1.11

Provision for Taxes -1.34 1.04

Profit/Loss after Tax 4.44 0.07

Prior Period Expense 2.01

Profit/Loss after Prior Period Expenses 2.43

Balance brought forward from previous Balance Sheet 12.28 12.21

Balance transferred to Balance Sheet 14.71 12.28

FINANCIAL PERFORMANCE:During the year under review your company posted turnover of Rs. 370.59 lakhs and Gross Profit of Rs.98.45 lakhs. The company posted a net profit of Rs. 2.43 Lakhs. FUTURE OUTLOOK:Your Company is mainly focusing on e-governance solutions for the State and Central Governments.Company is fully geared up to meet the challenges and take up e-governance project of any size andamplitude.

DEPOSITS;The Company has not accepted any deposits from the public during the year under review:

DIRECTORS: There was no change among directors during the year.Managerial Remuneration: 2011-12 2010-11Managing Director 720000 720000Whole Time Director 250000 600000

The remuneration was approved by the remuneration committee and is within the limits laid down bySchedule XIII of the Companies Act 1956.The company has constituted a remuneration committee with three independent directors. The committeereviewed and approved the remuneration payable to the directors as follows:

STATEMENT OF SUBSIDIARIES

CTIL LIMITED

55

AUDITORS:M/s Boppudi & Associates, Chartered Accountants, Hyderabad, Statutory Auditors of the Company willretire at the conclusion of this Annual General Meeting. However, being eligible they offer themselvesfor reappointment and confirmed that their reappointment will be within the limits specified undersection 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975, the particulars of Employees of the Company are– NIL.

DIRCTOR’S RESPONSIBILITY STATEMENT:Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed.i) that in preparation of Annual Accounts for the year ended 31st March, 2012, the applicable accounting

standards have been followed and that no material departures have been made from the same.

ii) that the Directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profit of the Companyfor year ended on that date.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecord in accordance with the provisions of the Companies Act, 1956, for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepare the annual accounts for the year ended 31st March, 2012 on agoing concern basis.

CONSERVATIONOF ENERGY ETC:Additional information o conservation of energy, technology absorption, foreign exchange earning andoutgo as required to e disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with theCompanies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given hereunder.

Foreign Exchange earning and outgo: Rs. In LakhsParticulars 2011-12 2010-11

Foreign Exchange Earnings 370.59 430.01Foreign Exchange Outgo NIL NIL

ACKNOWLEDGEMENTS:Your Directors take this opportunity to place a record their appreciation and gratitude for the co-operationextended by the Company’s Bankers, Shareholders, customers and various Central and StateGovernment Agencies and Local authorities. Your Directors also wish to place on record theirappreciation of the sincere and dedicated services provided by all the employees of the organization.

For SPRY RESOURCES INDIA PVT LTD

Place: Hyderabad Sd/-Date:03.09.2012 P.GURUKRISHNA

MANAGING DIRECTOR


CTIL LIMITED

56

AUDITOR’S REPORT

To

The Members of

SPRY RESOURCES INDIA PRIVATE LIMITED

We have audited the attached Balance Sheet of SPRY RESOURCES INDIA PRIVATE LIMITED as at31.03.2012 and also the Profit and Loss Account for the year ended on that date annexed thereto. Thesefinancial statements are the responsibility of the Company’s management. Our responsibility is to expressan opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includesassessing the accounting principles used and significant estimates made by management, as well asevaluating the overall financial basis for our opinion.

As required by the Companies’ (Auditor’s report) Order, 2003, issued by the Central Government ofIndia, in terms of Section 227(4A) of Companies Act 1956, we enclose in the Annexure a statement onthe matters specified in paragraph 4 and 5 of the said order.

Future to our comments in the annexure referred to above, we report that:

a) We have obtained all the information and explanations, which to the best of our knowledge andbelief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the company so faras it appears from our examination of those books.

c) The Balance Sheet and Profit & Loss account dealt with by this report are in agreement with thebooks of account.

d) In our opinion, the Balance Sheet and Profit & Loss account dealt with by this report comply with themandatory Accounting Standards referred to in Sub-Section 3(C) of Section 211 of Companies Act1956.

e) On the basis of the written representation received from the directors and taken on records by theBoard, we report that none of the directors is disqualified as on 31st March 2012 from being appointedas a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956

f) In our opinion and to the best of our information and according to the explanations given to us, thesaid accounts give the information required by the Companies Act, 1956 in the manner so requiredand give a true and fair view in conformity with accounting principles generally accepted in India.

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2012 andii) In the case of profit and Loss Account, of the profit of the Company for the year ended on that date.

For BOPPUDI & ASSOCIATES

CHARTERED ACCOUNTANTS

Sd/-

Place: Hyderabad B.APPA RAO

Date: 03-09-2012 PARTNER

Firm Regn. No. 0502S


CTIL LIMITED

57

ANNEXURE TO AUDITOR’S REPORT


Referred to in paragraph 3 of our report of even date,

1. (a) The Company has maintained proper records showing full particulars including quantitativedetails and situation of fixed asset.

(b) All the assets have not been physically verified by the management during the year but thereis a regular programme of verification which, in our opinion, is reasonable having regard to thesize of the company and the nature of its business. No material discrepancies were noticed onsuch physical verification.

2. (a) The inventories have been physically verified by the management during the year at reasonableintervals.

(b) The procedures of physical verification of the inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories and discrepancies noticed onphysical verification of inventories as compared to book records were not material.

3. (a) The Company has not taken loan from any party covered in the register maintained U/s 301 ofthe Companies Act, 1956. The Company has not granted loan to one party covered in theregister maintained under Section 301 of the Companies Act., 1956.

(b) In our opinion, the rate of interest and other terms and conditions on which loans have been takenfrom / granted to companies, firms or other parties listed in the register maintained underSection 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of theCompany.

(c) The Company is regular in repaying the principal amounts as stipulated and has been regularin payment of interest. The parties have repaid the principal amounts as stipulated and havebeen regular in the payment of interest.

d) There is no overdue amount of loans taken from or granted to companies, firms or other partieslisted in the register maintained under Section 301 of the Companies Act, 1956.

1. In our opinion, there are adequate internal control procedures commensurate with the size ofthe Company and the nature of its business with regard to purchase of inventories, fixed assetsand for the sale of goods.

5. (a) According to the information and explanations given to us, we are of the opinion that thetransactions that need to be entered into the register maintained under Section 301 of theCompanies Act, 1956 have been so entered.

(b) In our opinion and according to the information and explanations given to us, the transactionsmade in pursuance of contracts or arrangements entered in the register maintained undersection 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs inrespect of any party during the year have been made at prices which are reasonable havingregard to the prevailing market prices at the relevant time.

6. In our opinion and according to the information and explanation given to us, the Company has notaccepted any deposits as defined under section 58 A of the Companies Act, 1956.

7. In our opinion, the Company has an adequate internal audit system commensurate with its size andnature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) ofthe Companies Act., 1956 for the company.


CTIL LIMITED

58

9. (a) According to the books and records of the company, the company is regular in depositingundisputed statutory dues including Provident Fund, Employees, State Insurance, IncomeTax, Sales Tax, Customs Duty, Excise Duty, Cess and other stator dues with appropriateauthorities whenever applicable. According to the information and explanations given to us,there are no undisputed amounts payable in respect of such, statutory dues which haveremained outstanding as at 31st March, 2012 for a period exceeding six months from the datethey became payable.

(b) Accordingly to the information and explanations given to us, there are no dues of Income Taxand other statutory dues, which have not been deposited on account of any dispute.

10. The Company has no accumulated losses and has not incurred cash losses in the current Financialyear and there was no accumulated losses in the balance sheet in the immediately precedingfinancial year.

11. In our opinion and according to the information and explanations given to us, the Company has notdefaulted in repayment of its dues to banks and financial institutions.

12. The Company has not granted any loans or advances on the basis of security by way of pledge ofshares, debentures or other securities.

13. In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore, theprovisions of Clause 4 (xiii) of the Companies (Auditor’s Report) order, 2003 are not applicable tothe company.

14. In our opinion, proper records have been maintained by the Company of the transactions andcontracts of dealing or trading in shares, securities, debentures or other investments and timelyentries have been made therein and shares, securities, debentures or other investments have beenheld in the name of the Company.

15. According to the information and explanations given to us, the company has not given any guaranteefor loans taken by other from banks, and financial institutions.

16. The company has taken secured loans from UCO Bank, Secunderabad, as appearing in Balancesheet.

17. Company has not deployed / used during the year short term funds for long term investments andlong term funds for short term investments.

18. The Company has not made any preferential allotment of shares to parties and companies coveredin the register maintained under Section 301 of the Companies Act, 1956 during the year.

19. No debentures have been issued by the company and hence, the question of creation securitiesrespect thereof does arise.

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

21. On the basis of our examination and according to the information and explanations given to us, nofraud, on or by the company, has been noticed or reported during the year.

For BOPPUDI & ASSOCIATES

CHARTERED ACCOUNTANTS

PALCE: HYDERABAD B. APPA RAO

DATE: 03.09.2012 PARTNER



CTIL LIMITED

59

EQUITY AND LIABILITIES:Shareholders funds(a) Share Capital 2 30000000 30000000(b) Reserves and Surplus 3 34223744 33980590

Share application money pending allotment - 13759000Non-current liabilities(a) Long-term borrowings 4 19419120 20726177(b) Deferred tax Liability (net)(c) Other Long term liabilities 5 22779073 65000(d) Long-term provisions 6 - -

Current Liabilities(a) Short-term borrowings 7 24533625 9385204(b) Trade payables - -(c) Other current liabilities 8 8554978 10952587(d) Short-term provisions 9 120837 224487

TOTAL 139631377 119093045ASSETS:

Non-current assets(a) Fixed assets

(i) Tangible assets 9 22535597 24340616(ii) Intangible assets 19041300 21157000(iii) Capital work - in - progress - -

(b) Non-current Investments 10 5072008 3902008(c) Deferred tax assets (net) 773,121 542,946(d) Long- Term Loans and advances - -

Current assets(a) Inventories 11 2814950 3910100(b) Trade Receivables 12 42160762 42823973(c) Cash and bank balances 13 895373 2715276(d) Short -term loans and advances 14 45435728 19057800(e) Other current assets 15 902538 643326

TOTAL 139631377 119093045

SPRY RESOURCES INDIA PRIVATE LIMITED6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS BEGUMPET, HYDERABAD - 500016

BALANCE SHEET AS AT 31st MARCH,2012(Amount in Rupees)

Particulars Note No. As AtMarch 31, 2012

As AtMarch 31, 2011

Significant Accounting policies and notes to accounts 1 to 33AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARDFor Boppudi &Associates.Chartered Accountants

sd/- sd/- sd/-CA B.Appa Rao P. Guru Krishna K. Ramesh

Partner Managing Director DirectorM. No. 028341

Firm Regn No. 0502SPlace: HyderabadDate :03-09-2012


CTIL LIMITED

60


II Other Income 17 15428 161706


IV Expenses:

a) (Increase)/Decrease in Inventory 18 1095150 595100



d) Finance Costs 21 7745415 6447170



Total Expenses 36764347 43058006


VI Tax Expense:

(a) Current tax 23 95837 229017

(b) Deferred Tax (230175) (125176)

(134338) 103841


VIII Prior period Adjustments

Vat for the years 2006-07 and 2007-08 201,335

IX Net Profit 243,154 7,394

SPRY RESOURCES INDIA PRIVATE LIMITED 6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS BEGUMPET, HYDERABAD - 500016

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2012

Particulars Note No.Year Ended

March 31, 2012Year Ended

March 31, 2011

Significant Accounting policies and notes to accounts 1 to 33AS PER OUR REPORT OF EVEN DATE FOR AND ON BEHALF OF THE BOARDFor Boppudi &Associates.Chartered Accountants

sd/- sd/- sd/-CA B.Appa Rao P. Guru Krishna K. Ramesh

Partner Managing Director DirectorM. No. 028341

Firm Regn No. 0502SPlace: HyderabadDate :03-09-2012


CTIL LIMITED

61

AuthorisedEquity Shares of Rs. 10/- each 4000000 40000000 3000000 30000000Issued, Subscribed and Paid upEquity Shares of Rs. 10/- eachfully paid up 3000000 30000000 3000000 30000000(Refer footnote (a) to (c) below)

Total 3000000 30000000 3000000 30000000

Footnote:(a ) Reconciliation of the number of shares outstanding as at March 31, 2012 and March 31, 2011:

Equity Shares outstandingat the beginning of the year 3000000 30000000 3000000 30000000

Equity Shares Issued during the year - -Equity Shares bought back during the year - - - -Equity Shares outstanding at the endof the year 3000000 30000000 3000000 30000000

(b)Details of Shareholders holding more than 5% shares:

1 Comp-u-learntech India Limited 1650000 55.00% 1650000 55.00%

2 P. Gurukrishna 150000 5.00% 150000 5.00%

(c)Details of Shareholding by Holding company and its subsidiaries:



Notes to accountsNOTE NO: 2 - SHARE CAPITAL:





ParticularsNo. of

Shares held% of

Holding No. of

Shares held % of

Holding


ParticularsNo. of

Shares held% of

Holding No. of

Shares held % of

Holding



CTIL LIMITED

62

i) Securities Premium reserveOpening Balance 32752000 32752000(+) Additions during the year - -

Closing Balance 32752000 32752000

ii) Surplus 1228590 1221196(+)Additions for the year 243154 7394(-) Appropriations -Closing Balance 1471744 1228590

Total ( a + b+c) 34223744 33980590


Secured LoansTerm LoansFrom Banks

- UCO Bank 11868488 17228567From Financial Institutions

- Kotak Mahindra Prime Limited 506844 1420611- HDFC Bank 1043788 2076999- Shri Ram City Union Finance Limited 6000000 0Hypothecation LoansFrom Banks(Refer foot note (a) to (c) below)

19419120 20726177

Foot Note(a) security Details

Hypothecation loans are secured by hypothecation of such assets.(b) Repayment conditions :

Term loans are repayable in equated monthly instalments.

SPRY RESOURCES INDIA PRIVATE LIMITEDNotes to accountsNOTE NO: 3 - RESERVES AND SURPLUS:

ParticularsAs At


As AtMarch 31, 2011

Rupees

ParticularsAs At


As AtMarch 31, 2011

Rupees


CTIL LIMITED

63

Aantartic Software Private Limited - 15000CTIL Infrastructure Private Limited - 50000Comp-u-learntech India Limited 12814073 -Pinnamaneni Holdings Pvt. Ltd 9625000 -Decorum Software Pvt. Ltd. 150000 -Srecko Indhan Limited 190000 -

22779073 65000


Working Capital Loans from banksi) Uco Bank - Cash Credit 14944978 9,385,204.00ii) UCo Bank - FBP 9588647 -(Security details refer foot note below)

24533625 9385204


(i) secured by mortagages on all the present and future movable assets of the company andsecured by EM of office premises located at 6-3-1192/2/1 to 16, Kundan Bagh, Begumpet,Hyderabad belonging to SPRY Resources India Private Limited and guaranteed by SpryResources India Private Limited and the directors in their personal capacities


(a) Share Application Money 2608800 -(b) TDS Payable 376199 -(c) Statutory dues payable 27565(d) Expenses Payable 4530655 10952587(e) Vehicle Loan instalments due in the next 12 Months 1011759

8554978 10952587NOTE NO: 8 - SHORT-TERM PROVISIONS:

(a) Provision for Income tax 95,837 224487

(b) Provision for Expenses 25000 -

120836.78 224487

ParticularsAs At


As AtMarch 31, 2011

Rupees

SPRY RESOURCES INDIA PRIVATE LIMITEDNotes to accountsNOTE NO: 5 - OTHER LONG TERM LIABILITIES:

ParticularsAs At


As AtMarch 31, 2011

Rupees

ParticularsAs At


As AtMarch 31, 2011

Rupees

ParticularsAs At


As AtMarch 31, 2011

Rupees


CTIL LIMITED

64


Long term investments in EquitiesQuoted-Listed Companies 5072008 3902008

5072008 3902008


a) Work in process in respect of partrlyexecuted projects 2814950 3910100

2814950 3910100NOTE NO: 12 - TRADE RECEIVABLES:


42160762 42823973NOTE NO: 13 - CASH AND CASH EQUIVALENTS:

(a) Cash and cash equivalents:(i) Balances with banks;(1) In Deposit Accounts - -(2) In Current Accounts 129234 143598(3) Cheques on Hand - -(ii) Cash on hand 601831 156462 (b) Other bank balances:In Deposit Accounts 164,308 2415216

895373 2715276


(Unsecured and considered good)(a) Staff Advances - -(b) Advances towards Materials and expenses 27154197 -(c) Deposits 675716 182775(d) Mat Credit Receivable 20623 20623(e) Other advances & Receivables 17429912 18854402(f) Service Tax Abatement 155280 -

45435728 19057800

ParticularsAs At


As AtMarch 31, 2011

Rupees

ParticularsAs At


As AtMarch 31, 2011

Rupees

ParticularsAs At


As AtMarch 31, 2011

Rupees

ParticularsAs At


As AtMarch 31, 2011

Rupees

ParticularsAs At


As AtMarch 31, 2011

Rupees


CTIL LIMITED

65


(a) Interest accrued but not received - -(b) Prepaid Expenses - -(c) Advance Tax and TDS 902538 643326

902538 643326


Income from Software Development 35940881 43001280Miscellaneous Income-FIRC Rate differences 1118189 6254

37059070 43007534


Interest Income 15428 16170615428 161706

NOTE NO: 18 - CHANGES IN INVENTORIES:

Closing Stock 2814950 3910100Less: Opening Stock 3910100 4505200

-1095150 -595100NOTE NO: 19 - OPERATING EXPENSES:

Software Development Charges 11231530 13770300Internet 72000 72000Consultancy charges 718705 51466Rate differences in FIRC - 336542Computors, electrical and other hardware Maintenance 32400 7033

12054635 14237341

ParticularsAs At


As AtMarch 31, 2011

Rupees

ParticularsYear Ended


Year EndedMarch 31, 2011

Rupees




Rupees




Rupees




Rupees


CTIL LIMITED

66


Salaries,wages and bonus 8894014 15317428Employer’s Contribution to PF and ESI 162432 210159Staff Welfare 101128 82639Directors Remuneration 970000 1320000

10127574 16930226NOTE NO: 21 - FINANCE COSTS:

(a)Interest Expenses- on working capital loans 4654926 2967350 -on Term Loan 2339021 2800098- HP Charges 361325 305823-on TDS and Income Tax 39184

(b) Other borrowing costs- Bank Charges 350959 140339- Processesing Charges - 154000- Guarantee Commission - 79560

7745415 6447170


Audit Expenses 4,000Audit fee & certification charges 25000 25000Electricity 329984 252334Insurance 339575 423856Loss on Sale of Fixed Assets - 285889Miscellaneous Expenses Written off 2115700 -Office Maintenance 174396 263829Postage &Courier Service charges 52930 48560Printing & Stationery 34371 22101Licenses,Rates & Taxes 130958 200909Rent 284400 284400Security Charges 104400 -Telephone Charges 18208 17491Travelling & conveyance 220692 1203723VOIP Call Charges 101940 23940

3936554 3052032


Current tax 95,836.78 224487Less: MAT credit entitlement - -4530Net Current tax 95836.77996 229017




Rupees




Rupees




Rupees




Rupees


CTIL LIMITED

67

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CTIL LIMITED

68

SPRY RESOURCES INDIA PRIVATE LIMITEDNOTES FORMING PART OF THE ACCOUNTS AS ON 31.03.2012

Note No. 1 :Significant Accounting Policies:

a) General:

The Financial Statement have been prepared under the historical cost convention method inaccordance with the provisions of the Companies Act, 1956 and accounting standards issued bythe Institute of Chartered Accountants of India as adopted consistently by the Company. All theIncome and expenditure having a material bearing on the financial statements are recognized onaccruals basis.

a) Fixed Assets:

Fixed Assets are stated at cost less accumulated depreciation inclusive of freight, duties, taxes andincidental expenses relating to the cost of acquisition and finance cost.

b) Depreciation:

Depreciation on fixed assets is provided using the straight line method, at the rate specified in theSchedule XIV to the companies Act 1956.

c) Accounting Policies not specifically referred to are consistent with generally accepted accountingpractices.

d) Revenue Recognition:

Revenue from the software Consultancy is recognized on software Consultancy to the Clients andbilled as per the terms of specified contracts. Revenue from the sale of software products isrecognized when the sale has been completed with the passing of title. In case of fixed pricecontract, revenue is recognized based on the specific terms of the contract.

e) Foreign Currency Transactions:

In the case of sale made to clients outside India, income is accounted on the basis of the Exchangerate as on the date of transaction. Adjustments are made for any variations in the sale proceeds onconversion into Indian currency upon actual receipt as per Accounting Standard II.

Note No. 24. AS_22 Taxation of Income:

Provision for Taxation, the aggregate of Income Tax Liability on the profits for the year chargeableto tax and Deferred Tax resulting from timing differences between Book and Tax Profits, if any, isconsidered in accordance with the Accounting Standard- 22(AS-22), Accounting for taxes on income,issued by the Institute of Chartered Accountants of India.

Quantitative Details: Quantitative details of and the information as required under paragraph 2, 4Cand 4D of part II of the Companies Act, 1956 is not applicable to the Company.

Note No. 25 Term Loan and Working Capital Terms Loans obtained from Uco Bank, MG RoadBranch, Secunderabad is secured by way of hypothecation of office premises and pledge ofmovable and immovable properties, both present and future and personal guarantees of Directors.

Note No. 26 Auditors Remuneration 2011-12 2010-11

—Audit Fee Rs. 20000/- Rs.20,000/-

—Expenses Rs. 5000/- Rs. 5,000/-


CTIL LIMITED

69

Note No. 27 Directors Remuneration 2011-12 2010-11

—Managing Director Rs.720,000/- Rs.720,000/-

— Executive Director Rs. 250000/- Rs. 600000/-

Note No. 28 In the opinion of the board of Directors and to the best of their knowledge and belief, thevalue on realization of current Assets, Loans and Advances in the ordinary course of business will not beless than the amount at which they are stated in the balance sheet.

Rs. In Lakhs

2011-12 2010-11

Note No. 29 Foreign Exchange Earnings 370.59 430.01

Expenditure in foreign currencies —Nil— —Nil—

Note No. 30 Contingent Liability provided for —NIL—

Note No. 31 Debit and credit balances are subject to confirmation.

Note No. 32 Previous year figures have been regrouped / rearranges wherever necessary as per ourreport of even date.

Note No. 33 There are no amounts due to small-scale Industrial undertakings, to whom the companyowes a sum which is outstanding for more than 30 days and hence the details in respect of outstandingdues to small-scale Industrial undertakings are not furnished, as required as per the notification No.GSR129(E) dated 22nd February 1999.

For Boppudi &Associates. SPRY RESOURCES INDIA PRIVATE LIMITEChartered Accountantssd/- sd/- sd/-CA B.Appa Rao P. Guru Krishna K. RameshPartner Managing Director DirectorM. No. 028341Firm Regn No. 0502S

Place: HyderabadDate :03-09-2012


CTIL LIMITED

70

ACE BPO SERVICES PVT LTD

DIRECTORS REPORT

To

The Members of the Company

Your Directors highly delighted to present 7th Annual Report of your Company along with theAudited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Financial Results for the year ended 31.03.2012 are summarized below:

(Rs.in lakhs)


Income from Operations 251.52 232.47

Expenditure 234.59 217.53

PBDIT 16.93 14.94

Interest 1.24 0.75

Depreciation 7.85 8.52

Other Income 0.31 0.44

Profit Before Tax (PBT) 8.14 6.11

Provision for Tax 1.69 1.23

Deferred Taxes -0.12 0.07

Profit after Tax 6.57 4.81

Balance from previous year 31.49 26.68

Balance Carried to Balance Sheet 38.06 31.49

FINANCIAL PERFORMANCE:

During the year under review your company posted turnover of Rs. 251.52 lakhs, Gross Profit ofRs.16.93 lakhs and net Profit of Rs 6.57 lakhs . Company has been constantly endeavoring tobecome a sizable player in BPO Space in all segments.

FUTURE OUTLOOK:

As you are aware that the Company has been focusing on revenue cycle management relatedactivities for Health Care Industry through Technology driven transformation. Our Company isestablished brand in US market for dependable services. Our competitive edge is our end to endsolutions in revenue cycle management, timely & quality deliveries, cost effective services to clients,scalable infrastructure, deliverable abilities through a mix of on sight resources at clients locationand offshore resources from company’s facility in India etc,. Our segments are Health Care, CallCentre and Management Services.

Combining leading edge IT capabilities with key EMR strengths and strengths of strategic partnersin USA, huge technology spends of US Government, we are confident company may have promis-ing future with stable growth in the years to come.


CTIL LIMITED

71

DEPOSITS;

During the year, Company has not accepted any deposits from the public within the meaning ofSection 58 A of the Companies Act 1956 read with Deposit Rules issued Central Governmentthereon,

AUDITORS:

M/s Momchuri & Associates, Chartered Accountants, Hyderabad, Statutory Auditors of the Companywill retire at the conclusion of this Annual General Meeting. However, being eligible they offerthemselves for reappointment and confirmed that their reappointment will be within the limits specifiedunder section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:

In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975, the particulars of Employees of the Companyare – NIL.

DIRCTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed.

i) that in preparation of Annual Accounts for the year ended 31st March,2012, the applicable accountingstandards have been followed and that no material departures have been made from the same.

ii) that the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit or loss of the Companyfor year ended on that date.

iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecord in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.

iv) that the Directors have prepare the annual accounts for the year ended 31st March, 2012 on a goingconcern basis.

CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPORTION, FOREIGHN EXCHANGE EARNINGSAND OUTGO:

Additional information on conservation of energy, technology absorption, foreign exchange earningand outgo as required to e disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 readwith the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 isgiven hereunder.

CONSERVATION OF ENERGY:

The operations of your company are not energy intensive. However wherever possible to reducethe energy consumption adequate measures have been taken to reduce the consumption by usingefficient equipment.

TECHNOLOGY ABOSORPTION:

The Company believes that Technological obsolescence is a reality. Continuous drive for researchand development and quest for adoption of newer technologies will enable the company to facefuture challenges and opportunities. We at ACE BPO encourage continuous innovation and thusabsorb Technological upheavals.


CTIL LIMITED

72

Foreign Exchange earning and outgo:

(Rs. In Lakhs)

Particulars 2011-12 2010-11

Foreign Exchange Earnings 251.52 232.47

Foreign Exchange Outgo NIL NIL

ACKNOWLEDGEMENTS:

We thank our Customers, Investors, Bankers and various Statutory Authorities for their continuedsupport during the year. Your Directors also wish to place on record their appreciation of the sincereand dedicated services provided by all the employees of the organization. Our consistent growthwas made possible by their hard work, solidarity, cooperation and support and we look forward tohave the same relationship in the years to come.

For and on behalf of the Board

ACE BPO Services Pvt Ltd

Place: Hyderabad

Date: 03.09.2012 Sd/- Sd/-

Pinnamaneni Jagadeesh Babu Potluri Biswasri


CTIL LIMITED

73

AUDITOR’S REPORT

To

The Members of


We have audited the attached Balance Sheet of ACE BPO SERVICES PRIVATE LIMITED as at31.03.2012 and also the Profit and Loss Account for the year ended on that date annexed thereto.These financial statements are the responsibility of the Company’s management. Our responsibilityis to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by manage-ment, as well as evaluating the overall financial basis for our opinion.

As required by the Companies’ (Auditor’s report) Order, 2003, issued by the Central Government ofIndia, in terms of Section 227(4A) of Companies Act 1956, we enclose in the Annexure a statementon the matters specified in paragraph 4 and 5 of the said order.


a) We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the company sofar as it appears from our examination of those books.


d) In our opinion, the Balance Sheet and Profit & Loss account dealt with by this report complywith the mandatory Accounting Standards referred to in Sub-Section 3(C) of Section 211 ofCompanies Act 1956.

e) On the basis of the written representation received from the directors and taken on records bythe Board, we report that none of the directors is disqualified as on 31st March 2012 from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Compa-nies Act 1956

f) In our opinion and to the best of our information and according to the explanations given to us,the said accounts give the information required by the Companies Act, 1956 in the manner sorequired and give a true and fair view in conformity with accounting principles generally ac-cepted in India,

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2012and

ii) In the case of profit and Loss Account, of the profit of the Company for the year ended on thatdate.

For MOMCHURI AND ASSOCIATESCHARTERED ACCOUNTANTS

Sd/-M.VENKATA CHALAPATHI REDDY

(PARTNER)M. NO. : 214237FRN : 010730S

Place: HyderabadDate: 03-09-2012


CTIL LIMITED

74





(b) All the assets have not been physically verified by the management during the year but thereis a regular programme of verification which, in our opinion, is reasonable having regard to thesize of the company and the nature of its business. No material discrepancies were noticed onsuch physical verification.

2. (a) The inventories have been physically verified by the management during the year at reasonableintervals.

(b) The procedures of physical verification of the inventories followed by the management arereasonable and adequate in relation to the size of the Company and the nature of its business.

(c) The Company has maintained proper records of inventories and discrepancies noticed onphysical verification of inventories as compared to book records were not material.


(b) In our opinion, the rate of interest and other terms and conditions on which loans have beentaken from / granted to companies, firms or other parties listed in the register maintained underSection 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of theCompany.


d) There is no overdue amount of loans taken from or granted to companies, firms or other partieslisted in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion, there are adequate internal control procedures commensurate with the size of theCompany and the nature of its business with regard to purchase of inventories, fixed assets and forthe sale of goods.


(b) In our opinion and according to the information and explanations given to us, the transactionsmade in pursuance of contracts or arrangements entered in the register maintained undersection 301of the Companies Act, 1956 and exceeding the value of rupees five lakhs inrespect of any party during the year have been made at prices which are reasonable havingregard to the prevailing market prices at the relevant time.


7. In our opinion, the Company has an adequate internal audit system commensurate with its size and


CTIL LIMITED

75

nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d)of the Companies Act., 1956 for the company.

9. (a) According to the books and records of the company, the company is regular in depositionundisputed statutory dues including Provident Fund, Employees, State Insurance, Income Tax,Sales Tax, Customs Duty, Excise Duty, Cess and other stator dues with appropriate authoritieswhenever applicable. According to the information and explanations given to us, there are noundisputed amounts payable in respect of such, statutory dues which have remained outstandingas at 31st March, 2012 for a period exceeding six months from the date they became payable.

(b) According to the information and explanations given to us, there are no dues of Income Taxand other statutory dues, which have not been deposited on account of any dispute.



12 The Company has not granted any loans or advances on the basis of security by way of pledge ofshares, debentures or other securities.


14. In our opinion, proper records have been maintained by the Company of the transactions andcontracts of dealing or trading in shares, securities, debentures or other investments and timelyentries have been made therein and shares, securities, debentures or other investments havebeen held in the name of the Company.

15. According to the information and explanations given to us, the company has not given any guaranteefor loans taken by other from banks, and financial institutions.

16. The company has got secured loan from Banks / Institutions, as appearing in Balance sheet.

17. Company has not deployed /used during the year short term funds for long term investments andlong term funds for short term investments.


19. No debentures have been issued by the company and hence, the question of creation securities inrespect thereof does arise.


21. On the basis of our examination and according to the information and explanations given to us , nofraud, on or by the company, has been noticed or reported during the year.

For MOMCHURI AND ASSOCIATESCHARTERED ACCOUNTANTS

Sd/-M.VENKATA CHALAPATHI REDDY

(PARTNER)M. NO. : 214237FRN : 010730S

PALCE: HYDERABADDATE: 03.09.2012


CTIL LIMITED

76

Balance Sheet as at Note 31/03/2012 31/03/2011

EQUITY AND LIABILITIESShareholders’ fundsShare capital 2.1 15085114.00 13585114.00Reserves and surplus 2.2 7805454.00 7148702.00Money received against share warrants 2.3 0.00 0.00

22890568.00 20733816.00Share application money pending allotment 2.4 0.00 0.00Non-current liabilitiesLong-term borrowings 2.5 1445845.00 893838.00Deferred tax liabilities (Net) 2.6 0.00 0.00Other Long term liabilities 2.7 0.00 0.00Long-term provisions 2.8 0.00 0.00

1445845.00 893838.00Current liabilitiesShort-term borrowings 2.9 449813.00 0.00Trade payables 3.0 960.00 -105144.00Other current liabilities 3.1 35535.00 52150.00Short-term provisions 3.2 600290.00 220861.00

1086598.00 167867.00TOTAL 25423011.00 21795521.00

ASSETSNon-current assetsFixed assetsTangible assets 3.3 4187595.00 2369790.00Intangible assets 3.4 0.00 0.00Capital work-in-progress 3.5 0.00 0.00Intangible assets under development 3.6 0.00 0.00

4187595.00 2369790.00Non-current investments 3.7 1074978.00 1074978.00Deferred tax assets (net) 3.8 32666.00 20934.00Long-term loans and advances 3.9 0.00 0.00Other non-current assets 4.0 7096.00 6556.00

5302335.00 3472258.00Current assetsCurrent investments 4.1 0.00 0.00Inventories 4.2 0.00 0.00Trade receivables 4.3 6611988.00 0.00Cash and cash equivalents 4.4 1235199.00 1335315.00Short-term loans and advances 4.5 11317553.00 15201553.00Other current assets 4.6 955936.00 1786395.00

20120676.00 18323263.00TOTAL 25423011.00 21795521.00

ACE BPO SERVICES PRIVATE LIMITEDBALANCE SHEET AS AT 31/03/2012

In terms of our attached report of even dateFor MOMCHURI AND ASSOCIATES For ACE BPO SERVICES PRIVATE LIMITEDCHARTERED ACCOUNTANTSFRN : 010730S

Sd/- Sd/- Sd/-M.VENKATA CHALAPATHI REDDY PINNAMANENI JAGADEESH BABU POTLURI BISWASRI(PARTNER) (DIRECTOR) (DIRECTOR)M. NO. : 214237


In Rs.


CTIL LIMITED

77

Statement of Profit and Loss for the Note 31/03/2012 31/03/2011

Revenue from operations 4.7 25152563.00 23246620.00Other income 4.8 31446.00 44048.00

Total Revenue 25184009.00 23290668.00ExpensesCost of materials consumed 4.9 0.00 0.00Purchases of Stock-in-Trade 5.0 0.00 0.00Changes in inventories of finished goodswork-in-progress and Stock-in-Trade 5.1 0.00 0.00Employee benefits expense 5.2 17114886.00 13320334.00Finance costs 5.3 124427.00 75088.00Depreciation and amortization expense 5.4 785201.00 852112.00Other expenses 5.5 6345040.00 8432385.00

Total expenses 24369554.00 22679919.00Profit before exceptional, extraordinaryand prior period items and tax 814455.00 610749.00Exceptional items 5.6 0.00 0.00Profit before extraordinary and priorperiod items and tax 814455.00 610749.00Extraordinary Items 5.7 0.00 0.00Profit before prior period items and tax 814455.00 610749.00Prior Period Items 5.8 0.00 0.00Profit before tax 814455.00 610749.00Tax expense: 5.9 157705.00 130007.00Current tax 169431.00 123111.00Deferred tax -11726.00 6896.00Profit (Loss) for the period fromcontinuing operations 656750.00 480742.00Profit/(loss) from discontinuing operations 6.0 0.00 0.00Tax expense of discontinuing operations 0.00 0.00Profit/(loss) from Discontinuing operations (after tax) 0.00 0.00Profit (Loss) for the period 656750.00 480742.00Earnings per equity share: 6.2Basic 0.00 0.00Diluted 0.00 0.00

ACE BPO SERVICES PRIVATE LIMITEDSTATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31/03/2012

In Rs.

In terms of our attached report of even dateFor MOMCHURI AND ASSOCIATES For ACE BPO SERVICES PRIVATE LIMITEDCHARTERED ACCOUNTANTSFRN : 010730S

Sd/- Sd/- Sd/-M.VENKATA CHALAPATHI REDDYPINNAMANENI JAGADEESH BABU POTLURI BISWASRI(PARTNER) (DIRECTOR) (DIRECTOR)M. NO. : 214237



CTIL LIMITED

78

Particular 31/03/2012 31/03/2011

Authorised2000000 (2000000) Equity Shares of Rs. 10/- Par Value 20000000.00 20000000.00

20000000.00 20000000.00Issued2000000(2000000) Equity Shares of Rs. 10/- Par Value 20000000.00 20000000.00

20000000.00 20000000.00Subscribed2000000(2000000) Equity Shares of Rs. 10/- Par Value 20000000.00 20000000.00

20000000.00 20000000.00Paidup2000000 (2000000) Equity Sharesof Rs. 10/- Par Value Fully Paidup 20000000.00 20000000.00

20000000.00 20000000.00Less :Calls In Arrear By Directors(on 6,99,354 no. of equity shares) 4914886.00 6414886.00

15085114.00 13585114.00

2.2 Reserve and Surplus

In Rs.

Particular 31/03/2012 31/03/2011

General Reserve – Opening 0.00 0.00Addition 0.00 0.00Deduction 0.00 0.00

0.00 0.00Securities Premium Opening 4000000.00 4000000.00

4000000.00 4000000.00Profit and Loss Opening 3148704.00 2667960.00Amount Transfered From Statement of P&L 656750.00 480742.00Amount Transfered From Sundries

0.00 0.00Appropriation and Allocation

0.00 0.00

3805454.00 3148702.00

7805454.00 7148702.00

NOTES ON ACCOUNTS FOR THE YEAR ENDED MARCH 31, 20122.1 Share Capital

In Rs.


CTIL LIMITED

79

2.3 Money Received Against Share WarrantsIn Rs.

Particular 31/03/2012 31/03/2011

0.00 0.00

2.4 Share Application Money Pending Allotment In Rs.

Particular 31/03/2012 31/03/2011

0.00 0.00

2.5 Long Term Borrowings In Rs.

Particular 31/03/2012 31/03/2011

Term LoanBanksSecuredRupeeSECURED LOANS - LONG TERM 1445845.00 893838.00

1445845.00 893838.00

2.6 Deferred Taxes In Rs.

Particular 31/03/2012 31/03/2011

Deferred Tax AssetsFixed Assets 32666.00 20934.00

32666.00 20934.00

2.7 Other Long Term Liabilities In Rs.

Particular 31/03/2012 31/03/2011

0.00 0.00

2.8 Long Term Provisions In Rs.

Particular 31/03/2012 31/03/2011

0.00 0.00

2.9 Short Term Borrowings In Rs.

Particular 31/03/2012 31/03/2011

Loans repayable on demandBanksSecuredSECURED LOANS - SHORT TERM 449813.00 0.00

449813.00 0.00

3.0 Trade Payables In Rs.

Particular 31/03/2012 31/03/2011

Creditors Due othersSUNDRY CREDITORS 960.00 -105144.00

960.00 -105144.00


CTIL LIMITED

80

3.1 Other Current Liabilities In Rs.

Particular 31/03/2012 31/03/2011

Other payablesOther Current LiabilitiesAUDIT FEE PAYABLE 30000.00 52150.00ELECTRICITY CHARGES PAYABLE 5535.00 0.00

35535.00 52150.00

3.2 Short Term Provisions In Rs.

Particular 31/03/2012 31/03/2011

Tax ProvisionCurrent TaxPROVISIONS 168074.00 123111.00Other TaxPROFESSIONAL TAX PAYABLE 111280.00 37500.00TDS PAYABLE 320936.00 60250.00

600290.00 220861.00


CTIL LIMITED

81

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CTIL LIMITED

82

3.5 Capital work-in-progress In Rs.

Particular 31/03/2012 31/03/20110.00 0.00

3.6 Intangible assets under development In Rs.

Particular 31/03/2012 31/03/2011

Development Cost Gross Opening 0.00 0.00

Addition 0.00 0.00

Deduction 0.00 0.00

Development Cost Gross Closing 0.00 0.00

Accumulated Amortisation Opening 0.00 0.00

Amortisation During Period 0.00 0.00

Deductions 0.00 0.00

Other Adjustments 0.00 0.00

Accumulated Amortisation During Period Closing 0.00 0.00

Accumulated Impairment Opening 0.00 0.00

Impairment During Period 0.00 0.00

Reversal Of Impairment 0.00 0.00

Accumulated Impairment During Period Closing 0.00 0.00

Development Cost Net Opening 0.00 0.00

0.00 0.00

3.7 Non-current investments In Rs.

Particular 31/03/2012 31/03/2011

Investments in Mutual Funds

Trade Quoted

0 (31/03/2011 : 0) Investments in MutualFunds With Canara Bank of Rs. 0 Each Fully Paidup in 1074978.00 1074978.00

1074978.00 1074978.00

3.9 Long-term loans and advances In Rs.

Particular 31/03/2012 31/03/2011

0.00 0.00

4.0 Other non-current assets In Rs.

Particular 31/03/2012 31/03/2011

Others

Bank Deposits with more than 12 Months maturity 7096.00 6556.00

7096.00 6556.00


CTIL LIMITED

83

4.1 Current investments In Rs.

Particular 31/03/2012 31/03/2011

0.00 0.00

4.2 Inventories In Rs.

Particular 31/03/2012 31/03/20110.00 0.00

4.3 Trade receivables In Rs.

Particular 31/03/2012 31/03/2011Trade Receivable

Secured, considered good

Within Six Months

SUNDRY DEBTORS 6611988.00 0.00

6611988.00 0.00

4.4 Cash and cash equivalents In Rs.

Particular 31/03/2012 31/03/2011

Cash in Hand 27310.00 57286.00

Balances With Banks

Balance Scheduled Banks

Current Account

BANK ACCOUNT 1207889.00 1278029.00

1235199.00 1335315.00

4.5 Short-term loans and advances In Rs.

Particular 31/03/2012 31/03/2011

Loans and advances to related parties

Unsecured considered good

ACE PRO INDIA PRIVATE LIMITED 4851000.00 4235000.00

Loans and advances to others

Unsecured considered good

LOANS AND ADVANCES (ASSET) 6466553.00 10966553.00

11317553.00 15201553.00

4.6 Other current assets In Rs.

Particular 31/03/2012 31/03/2011

ADVANCE TAX 50000.00 0.00

DEPOSITS(ASSET) 21634.00 3500.00

ELECTRICITY DEPOSIT 0.00 18134.00

IT REFUNDABLE 5161.00 5161.00

TDS RECEIVABLE 19.00 1357.00

INCORPORATION AND PREOPERATIVE EXPENSES 68740.00 137479.00

MISCELLANEOUS EXPENDITURE 45186.00 90372.00

SOFTWARE DEVELOPMENT EXPENSES 765196.00 1530392.00

955936.00 1786395.00


CTIL LIMITED

84

4.7 Revenue from operations In Rs.

Particular 31/03/2012 31/03/2011Sale of ServicesMEDICAL BILLING INCOME 25039919.00 23246620.00Other Operating RevenuesFOREX DIFFERENCE 112644.00 0.00

25152563.00 23246620.00

4.8 Other income In Rs.

Particular 31/03/2012 31/03/2011InterestINTEREST ON FDR 31446.00 30478.00MiscellaneousOTHER INCOME 0.00 13570.00

31446.00 44048.00

4.9 Cost of materials consumed In Rs.

Particular 31/03/2012 31/03/20110.00 0.00

5.0 Purchases of Stock-in-Trade In Rs.Particular 31/03/2012 31/03/2011

0.00 0.00

5.1 Changes in inventories of finished goods,work-in-progress and Stock-in-Trade In Rs.Particular 31/03/2012 31/03/2011Opening 0.00 0.00Closing 0.00 0.00Increase/Decrease 0.00 0.00Details of Inventory

5.2 Employee benefits expense In Rs.

Particular 31/03/2012 31/03/2011

Salary, Wages & BonusSALARIES 16915466.00 12725569.00Staff Welfare ExpencesSTAFF WELFARE 160975.00 250065.00Other Employee Related ExpencesINCENTIVES 38445.00 344700.00

17114886.00 13320334.00

5.3 Finance costs In Rs.

Particular 31/03/2012 31/03/2011Interest ExpencesInterest ExpencesINTEREST ON VEHICLE LOANS 88089.00 49791.00INTEREST PAID 0.00 4922.00Bank ChargesBANK CHARGES 36338.00 20375.00

124427.00 75088.00


CTIL LIMITED

85

5.4 Depreciation and amortisation expense In Rs.

Particular 31/03/2012 31/03/2011

Depreciation & AmortisationDepreciation Tangible Assetsdepreciation 785201.00 852112.00

785201.00 852113.00

5.5 Other expenses In Rs.

Particular 31/03/2012 31/03/2011

Administrative and General ExpensesRent Rates And taxesOFFICE RENT 156000.00 0.00LICENCES & TAXES 62850.00 60750.00Auditors RemunerationAUDIT FEE 30000.00 30000.00Repairs Maintenance ExpensesREPAIRS & MAINTENANCE 50819.00 282990.00Electricity ExpensesELECTRICITY CHARGES 70209.00 105740.00Insurance ExpensesINSURANCE 68005.00 25097.00Donations SubscriptionsDONATIONS 1800.00 0.00Information Technology ExpensesINTERNET CHARGES 359988.00 359988.00Other Administrative General ExpensesPROFESSIONAL TAX PAID 73780.00 0.00SERVER MAINTENANCE 93000.00 84000.00VOIP CHARGES 167656.00 151331.00OFFICE MAINTENANCE 97757.00 135572.00PRINTING & STATIONARY 37612.00 21416.00TOURS AND TRAVELS 655307.00 476762.00CONSULTANCY CHARGES 3511174.00 2693400.00MEDICAL TRANSCRIPTION CHARGES 0.00 3010250.00STPI CHARGES 0.00 51250.00WEB RENEWAL CHARGES 0.00 1797.00FOREX DIFFERENCE 0.00 37610.00Telephone PostageTELEPHONE CHARGES 29962.00 25311.00Write off Assets and LiabilitiesSundry Expenses Written OffPreliminary Expenses Writtenoff 68739.00 68739.00Other Write OffsOther Miscellaneous Expenditure Writtenoff 810382.00 810382.00

6345040.00 8432385.00

5.6 Exceptional items In Rs.

Particular 31/03/2012 31/03/2011

0.00 0.00

5.7 Extraordinary Items In Rs.

Particular 31/03/2012 31/03/20110.00 0.00


CTIL LIMITED

86

5.8 Prior Period items In Rs.

Particular 31/03/2012 31/03/20110.00 0.00

5.9 Tax expense In Rs.

Particular 31/03/2012 31/03/2011` Current tax

PROVISION FOR I.T 169431.00 123111.00Deferred tax -11726.00 6896.00

157705.00 130007.00

6.0 Profit/(loss) from discontinuing operations In Rs.Particular 31/03/2012 31/03/2011

0.00 0.00

6.2 Earnings per equity share In Rs.

Particular 31/03/2012 31/03/2011

In terms of our attached report of even date

For MOMCHURI AND ASSOCIATES For ACE BPO SERVICES PRIVATE LIMITEDCHARTERED ACCOUNTANTSFRN : 010730S

M.VENKATA CHALAPATHI REDDY PINNAMANENI JAGADEESH BABUPOTLURI BISWASRI(PARTNER) (DIRECTOR) (DIRECTOR)M. NO. : 214237



CTIL LIMITED

87

ACE BPO SERVICES PRIVATE LIMITEDNOTES ON ACCOUNTSNOTES FORMING PART OF THE ACCOUNTS AS ON 31.03.2012Schedule – I1) significant Accounting Policies:

a) General:The Financial Statement have been prepared under the historical cost convention method inaccordance with the provisions of the Companies Act, 1956 and accounting standards issuedby the Institute of Chartered Accountants of India as adopted consistently by the Company. Allthe Income and expenditure having a material bearing on the financial statements arerecognized on accruals basis.

b) Fixed Assets:Fixed Assets are stated at cost less accumulated depreciation inclusive of freight, duties, taxesand incidental expenses relating to the cost of acquisition and finance cost.

c) Depreciation:Depreciation on fixed assets is provided using WDV method, at the rates specified in theSchedule XIV to the companies Act 1956.

d) Accounting Policies not specifically referred to are consistent with generally acceptedaccounting practices.

e) Revenue Recognition:Revenue from Medical transcription is recognized as and when billed to the Clients as per theterms of specified contracts.

f) Foreign Currency Transactions:In the case of sale made to clients outside India, income is accounted on the basis of theExchange rate as on the date of transaction. Adjustments are made for any variations in thesale proceeds on conversion into Indian currency upon actual receipt as per AccountingStandard II.

Note No. 5.9. AS_22 Taxation of Income:Provision for Taxation, the aggregate of Income Tax Liability on the profits for the year chargeable to taxand Deferred Tax resulting from timing differences between Book and Tax Profits, if any, is considered inaccordance with the Accounting Standard- 22(AS-22), Accounting for taxes on income, issued by theInstitute of Chartered Accountants of India.Note No.6.3 :1. Auditors Remuneration 2011-12 2010-11

—Audit Fee Rs. 30,000/- Rs.30,000/-—Expenses ———- ——-

Note No. 6.4 In the opinion of the Board of Directors and to the best of their knowledge and belief, thevalue on realization of current Assets, Loans and Advances in the ordinary course of business will not beless than the amount at which they are stated in the balance sheet.Note No. 6.5 .Foreign Exchange Earnings Rs. 25152563 /-Note No. 6.6 Expenditure in foreign currencies —Nil—Note No. 6.7 Contingent Liability provided for —NIL—Note No. 6.7 Debit and credit balances are subject to confirmation.Note No. 6.8 Previous year figures have been regrouped / rearranges wherever necessary as per ourreport of even date.

Note No. 6.9 There are no amounts due to small-scale Industrial undertakings, to whom the companyowes a sum which is outstanding for more than 30 days and hence the details in respect of outstandingdues to small-scale Industrial undertakings are not furnished, as required as per the notification No.GSR129(E) dated 22nd February 1999.

For MOMCHURI & ASSOCIATESCHARTERED ACCOUNTANTS

Sd/-

Place: Hyderabad M.VENKATA CHALAPATHI REDDYDate: 03-09-2012 PARTNER


For ACE BPO SERVICES PRIVATE LIMITED

PINNAMANENI JAGADEESH BABU POTLURI BISWASRI(DIRECTOR) (DIRECTOR)


CTIL LIMITED

88

CTIL INFRASTRUCTURE PVT LTDDIRECTORS REPORTToThe Members of the Company

Your Directors take this privilege to present 3rd Annual Report of your Company along with theAudited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTSFinancial Results for the year ended 31.03.2012 are summarized below:

(Rs.in lakhs)


Income from Operations 0.51 20.00 Expenditure 0.16 18.75 PBDIT 0.35 1.25 Interest ———— ———Depreciation 0.11 0.16Profit Before Tax (PBT) 0.24 1.09Provision for Tax 0.07 0.32Deferred Taxes -0.007 0.02Profit after Tax 0.17 0.75Balance b/f 2.07 1.32Balance Carried to Balance Sheet 2.24 2.07

FINANCIAL PERFORMANCE:The company has not carried on any commercial activity during the year under review. The powerproject of the company is under implementation.

BUSINESS AND FUTURE OUT LOOK:The company is looking at various options to undertake infrastructure projects. Some projects areunder active consideration of directors. Your directors foresee good growth in future and which willin turn contribute to the overall growth of the group.

DEPOSITS:During the year, Company has not accepted any deposits from the public within the meaning ofSection 58 A of the Companies Act 1956 read with Deposit Rules issued by Central Government.

AUDITORS:M/s Balaji Viswanath & Co, Chartered Accountants, Hyderabad, Statutory Auditors of the Companywill retire at the conclusion of this Annual General Meeting. However, being eligible they offerthemselves for reappointment and confirmed that their reappointment will be within the limits specifiedunder section 224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with theCompanies (Particulars of Employees) Rules, 1975, the particulars of Employees of the Companyare – NIL.

DIRCTOR’S RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed.That in preparation of Annual Accounts for the year ended 31st March,2012, the applicable accountingstandards have been followed and that no material departures have been made from the same:

That the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit or loss of the Companyfor year ended on that date:

CTIL INFRASTRUCTURE PVT LTD

CTIL LIMITED

89

That the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecord in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.

That the Directors have prepared the annual accounts for the year ended 31st March, 2012 on agoing concern basis.

CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPORTION, FOREIGHN EXCHANGEEARNINGS AND OUTGO:

Additional information on conservation of energy, technology absorption, foreign exchange earningand outgo as required to e disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 readwith the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 isgiven hereunder.

CONSERVATION OF ENERGY:

The operations of your company so far are minuscule and it will take time to go on swing. Thereforethe operations of the Company doesn’t require any energy and chances for conversation are hardlyanything.

TECHNOLOGY ABOSORPTION:

The Company is in the process of setting up of Solar Power Project and Thermal Power Project ofsizes as stated herein before. During the implementation of the projects and after successfulcommissioning of the projects your company will make all possible endeavors to develop newertechnologies and absorption of the same wherever possible.



Foreign Exchange Earnings NIL NIL

Foreign Exchange Outgo NIL NIL

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation of services of employees, Bankersand various Statutory Authorities for their continued support during the year. We look forward tomaintain same cordial relations with all concerned in future also.

For and on behalf of the BoardCTIL INFRASTRUCTURE PVT LTD

Place: HyderabadDate: 03.09.2012 Sd/- Sd/-

P.V.V.Satyanarayana P Jagadeesh BabuDirector Director


CTIL LIMITED

90

AUDITOR’S REPORT

To

The Members of


We have audited the attached Balance Sheet of CTIL INFRASTRUCTURE PRIVATE LIMITED as at31.03.2012 and also the Profit and Loss Account for the year ended on that date annexed thereto.These financial statements are the responsibility of the Company’s management. Our responsibilityis to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in India. ThoseStandards require that we plan and perform the audit to obtain reasonable assurance about whetherthe financial statements are free of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes assessing the accounting principles used and significant estimates made by management,as well as evaluating the overall financial basis for our opinion.

As required by the Companies’ (Auditor’s report) Order, 2003, issued by the Central Government ofIndia, in terms of Section 227(4A) of Companies Act 1956, we enclose in the Annexure a statementon the matters specified in paragraph 4 and 5 of the said order.


a) We have obtained all the information and explanations, which to the best of our knowledgeand belief were necessary for the purpose of our audit.

b) In our opinion, proper books of accounts as required by law have been kept by the company sofar as it appears from our examination of those books.


d) In our opinion, the Balance Sheet and Profit & Loss account dealt with by this report complywith the mandatory Accounting Standards referred to in Sub-Section 3(C) of Section 211 ofCompanies Act 1956.

e) On the basis of the written representation received from the directors and taken on records bythe Board, we report that none of the directors is disqualified as on 31st March 2012 from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the CompaniesAct 1956

f) In our opinion and to the best of our information and according to the explanations given to us,the said accounts give the information required by the Companies Act, 1956 in the manner sorequired and give a true and fair view in conformity with accounting principles generally acceptedin India,

i) In the case of the Balance Sheet, of the state of affairs of the company as at 31st March 2012and

ii) In the case of profit and Loss Account, of the profit of the Company for the year ended onthat date.

For Balaji Viswanath & Co.

Chartered Accountants

Sd/-

Place: Hyderabad B.Balaji Viswanath

Date: 03-09-2012 Proprietor

M. No. 029357


CTIL LIMITED

91





(b) All the assets have not been physically verified by the management during the year but thereis a regular programme of verification which, in our opinion, is reasonable having regard to thesizeof the company and the nature of its business. No material discrepancies were noticed onsuch physical verification.

2. As the operations of the Company just started and there were no inventories and therefore physicalverification of the inventory, procedure for the verification and other relevant matters does not arise.


(b) In our opinion, the rate of interest and other terms and conditions on which loans have beentaken from / granted to companies, firms or other parties listed in the register maintained underSection 301 of the Companies Act, 1956 are not prima facie, prejudicial to the interest of theCompany.


(d) There is no overdue amount of loans taken from or granted to companies, firms or other partieslisted in the register maintained under Section 301 of the Companies Act, 1956.

4. In our opinion, there are adequate internal control procedures commensurate with the size of theCompany and the nature of its business with regard to purchase of inventories, fixed assets and forthe sale of goods.


(b) In our opinion and according to the information and explanations given to us, the transactionsmade in pursuance of contracts or arrangements entered in the register maintained undersection 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs inrespect of any party during the year have been made at prices which are reasonable havingregard to the prevailing market prices at the relevant time.


7. In our opinion, the Company has an adequate internal audit system commensurate with its size andnature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d)of the Companies Act., 1956 for the company.

9. (a) Accordingly to the books and records of the company, the company is regular in depositionundisputed statutory dues including Provident Fund, Employees, State Insurance, IncomeTax, Sales Tax, Customs Duty, Excise Duty, Cess and other stator dues with appropriateauthorities whenever applicable. According to the information and explanations given to us,there are no undisputed amounts payable in respect of such, statutory dues which haveremained outstanding as at 31st March, 2012 for a period exceeding six months from the datethey became payable.


CTIL LIMITED

92

(b) Accordingly to the information and explanations given to us, there are no dues of Income Taxand other statutory dues, which have not been deposited on account of any dispute.



12. The Company has not granted any loans or advances on the basis of security by way of pledge ofshares, debentures or other securities.


14. In our opinion, proper records have been maintained by the Company of the transactions andcontracts of dealing or trading in shares, securities, debentures or other investments and timelyentries have been made therein and shares, securities, debentures or other investments havebeen held in the name of the Company.

15. According to the information and explanations given to us, the company has not given anyguarantee for loans taken by other from banks, and financial institutions.

16. The company has not taken any secured loan from Banks / Institutions, as appearing in Balancesheet.

17. Company has not deployed /used during the year short term funds for long term investments andlong term funds for short term investments.


19. No debentures have been issued by the company and hence, the question of creation securities inrespect thereof does arise.


21. On the basis of our examination and according to the information and explanations given to us , nofraud, on or by the company, has been noticed or reported during the year.



Sd/-



M. No. 029357


CTIL LIMITED

93

EQUITY AND LIABILITIES:Shareholders funds(a) Share Capital 2 499640 100000(b) Reserves and Surplus 3 26801222 207694

Share application money pending allotment NIL 300000Non-current liabilities(a) Deferred tax Liability (net) 2251 2943(b) Other Long term liabilities 4 450000 28686000

Current Liabilities(a) Short-term borrowings NIL NIL(b) Trade payables(c) Other current liabilities NIL NIL(d) Short-term provisions 5 7501 62303

TOTAL 27760614 29358940

ASSETS:

Non-current assets(a) Fixed assets

(i)Tangible assets 6 24287 35705(ii) Intangible assets 4537080 4537080(iii) Capital work - in - progress

(b) Non-current Investments - -(c) Deferred tax assets (net) - -(d) Long- Term Loans and advances 7 23015000 24625000

Current assets(a) Inventories NIL NIL(b) Trade Receivables NIL NIL(c) Cash and bank balances 8 184247 121155(d) Short -term loans and advances NIL NIL(e) Other current assets 9 NIL 40000

TOTAL 27760614 29358940

CTIL INFRASTRUCTURE PRIVATE LIMITED6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS, BEGUMPET, HYDERABAD - 500016


Particulars NoteNo.

As AtMarch 31, 2012

As AtMarch 31, 2011

Significant Accounting policies and notes to accounts 1 to 26As per our Report of even date For and on behalf of the boardfor Balaji Viswanath & Co,Chartered Accountants.

sd/- sd/- sd/-B.Balaji Viswanath PVV Satyanarayana P. Jagadeesh Babu

Proprietor Director DirectorM.No. 029357Place : HyderabadDate : 03-09-2012


CTIL LIMITED

94

I Revenue from operations 10 51210 2000000II Other Income 11 383 611III Total Revenue (I+II) 51593 2000611

IV Expenses:b) Operating Expenses 12 NIL 1230835c) Employee benefit Exepense 13 NIL 308755e) Depreciation and amortisation expense 6 11418 16537f) Other Exepenses 14 15898 335353

Total Expenses 27316 1891480

V Profit before tax (III-IV) 24277 109131VI Tax Expense:

(a) Current tax 15 7501 32303(b) Deferred Tax (692) 1419

NIL

6809 33722


IX Net Profit 17,468 75,409

CTIL INFRASTRUCTURE PRIVATE LIMITED6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS, BEGUMPET, HYDERABAD - 500016STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH 2012

(Amount in Rupees)




ParticularsNoteNo.

Year Ended March 31, 2012

Year Ended March 31, 2011

Significant Accounting policies and notesto accounts 1 to 26


CTIL LIMITED

95

AuthorisedEquity Shares of Rs. 10/- each 50000 500000 50000 500000Issued, Subscribed and Paid up

Equity Shares of Rs. 10/- each fully paid up 49964 499640 10000 100000(Refer footnote (a) to (c) below)

Total 49964 499640 10000 100000

Footnote:

(a) Reconciliation of the number of shares outstanding as at March 31, 2012 and March 31, 2011:

Equity Shares outstandingat the beginning of the year 10000 100000 10000 100000Equity Shares Issued during the year 39964 399640 - -Equity Shares bought back during the year - - - -Equity Shares outstanding at the end of the year 49964 499640 10000 100000





CTIL INFRASTRUCTURE PRIVATE LIMITEDNotes to accountsNOTE NO: 2 - SHARE CAPITAL:

Particulars As AtMarch 31, 2012

As AtMarch 31, 2011

Number Rupees Number Rupees


As AtMarch 31, 2011



As AtMarch 31, 2011

No. ofShares held

% of Holding No. ofShares held

% of Holding


As AtMarch 31, 2011

No. ofShares held

% of Holding No. ofShares held

% of Holding


CTIL LIMITED

96

i) Securities Premium reserveOpening Balance(+) Additions during the year 26576060 -

Closing Balance 26576060 0

ii) Surplus 207694 132285(+)Additions for the year 17468 75409(-) Appropriations -Closing Balance 225162 207694

Total ( a + b+c) 26801222 207694

CTIL INFRASTRUCTURE PRIVATE LIMITEDNotes to accountsNOTE NO: 3 - RESERVES AND SURPLUS:

Comp-u-Learntech India Limited - 28686000PTR Software Private Limited 450000 -

450000 28686000

NOTE NO: 5 - SHORT-TERM PROVISIONS:

(a) Provision for Income tax 7,501 32303(b) Provision for Expenses - 30000

7501 62303

NOTE NO: 7 - LONG-TERM LOANS AND ADVANCES:

PARTICULARS 450,000.00 28,686,000.00Rupees Rupees

(a) Advance for acquisition of Land 17350000 19000000(b) Dainik Properties Pvt. Ltd 1000000 1000000(c) DLF Homes Goa Pvt. Ltd 500000 500000(d) Greenline Tea and Exports Limited 350000 350000(e) Ishant Properties Pvt. Ltd 425000 425000(f) Maitreya Electricals 1000000 1000000(g) P. Sudheer Babu 450000 450000(h) SPRY Resources India Pvt. Ltd. 1000000(i) Teleflex Infoservices Pvt. Ltd. 500000 500000(j) Vedic Contructions 400000 400000(k) Antartic software pvt. Ltd. 1040000 -

23015000 24625000

ParticularsAs At

March 31, 2012

Rupees

As AtMarch 31, 2011

Rupees

NOTE NO: 4 - OTHER LONG TERM LIABILITIES:

ParticularsAs At

March 31, 2012

Rupees

As AtMarch 31, 2011

Rupees

ParticularsAs At

March 31, 2012

Rupees

As AtMarch 31, 2011

Rupees


CTIL LIMITED

97

Notes to accountsNOTE NO: 8 - CASH AND CASH EQUIVALENTS:

PARTICULARS As At As AtMarch 31, 2012 March 31, 2011

Rupees Rupees

(a) Cash and cash equivalents:(i) Balances with banks;

(1) In Deposit Accounts - -(2) In Current Accounts 21778 59597(ii) Cash on hand 162469 61558

184247 121155

Notes to accountsNOTE NO: 9 - OTHER CURRENT ASSETS:


Rupees Rupees

(a) Advance Tax and TDS - 400000 40000


PARTICULARS Year Ended Year EndedMarch 31, 2012 March 31, 2011

Rupees Rupees

Contract Receipts - 2000000Sale of Scrap 51210

51210 2000000



Rupees Rupees

Interest on Income Tax Refund 383 611

383 611



Rupees Rupees

Machinery and Equipment Charges - 330385Labour - 900450

- 1230835



Rupees RupeesSalaries,wages and bonus - 245432Staff Welfare - 63323

- 308755


CTIL LIMITED

98



Rupees Rupees

Audit fee & certification charges - 15000Books and Periodicals - 890Bank Charges 15898 383Computor Hire Charges - 24325Electricity - 24852Miscellaneous Expenses Written off - 7760Office Maintenance - 53674Postage &Courier Service charges - 326Printing & Stationery - 24984Telephone Charges - 30714Travelling & conveyance - 152445

15898 335353



Rupees Rupees

Current tax - 32303Net Current tax 32303


CTIL LIMITED

99

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CTIL LIMITED

100

NOTES ON ACCOUNTSNOTES FORMING PART OF THE ACCOUNTS AS ON 31.03.2012Note No. 1 Significant Accounting Policies:a) General:


a) Fixed Assets:Fixed Assets are stated at cost less accumulated depreciation inclusive of freight, duties, taxes andincidental expenses relating to the cost of acquisition and finance cost.

b) Depreciation:Depreciation on fixed assets is provided using the WDV method, at the rate specified in the ScheduleXIV to the companies Act 1956.

c) Accounting Policies not specifically referred to are consistent with generally accepted accountingpractices.

d) Revenue Recognition:Revenue from contracts is recognized as and when a bill is raised on the customer as per the termsof specified contract.

e) Foreign Currency Transactions: NILNote No. 16. AS_22 Taxation of Income:

Provision for Taxation, the aggregate of Income Tax Liability on the profits for the year chargeableto tax and Deferred Tax resulting from timing differences between Book and Tax Profits, if any, isconsidered in accordance with the Accounting Standard- 22(AS-22), Accounting for taxes on income,issued by the Institute of Chartered Accountants of India.Note No. 17 Quantitative Details: Quantitative details of and the information as required underparagraph 2, 4C and 4D of part II of the Companies Act, 1956 is not applicable to the Company.

Note No. 18. Auditors Remuneration 2010-11 2009-10—Audit Fee Rs. 15,000/- Rs.15,000/-

Note No. 19 Directors Remuneration NIL NILbNote No. 20 In the opinion of the board of Directors and to the best of their knowledge and belief, thevalue on realization of current Assets, Loans and Advances in the ordinary course of business will not beless than the amount at which they are stated in the balance sheet.Note No. 21 Foreign Exchange Earnings NILNote No. 22. Expenditure in foreign currencies —Nil—Note No. 23. Contingent Liability provided for —NIL—Note No. 24. Debit and credit balances are subject to confirmation.Note No. 25. Previous year figures have been regrouped / rearranges wherever necessary as per ourreport of even date.Note No. 26. There are no amounts due to small-scale Industrial undertakings, to whom the companyowes a sum which is outstanding for more than 30 days and hence the details in respect of outstandingdues to small-scale Industrial undertakings are not furnished, as required as per the notification No.GSR129(E) dated 22nd February 1999.





CTIL LIMITED

101

CTIL MEDIA PVT LTDDIRECTORS REPORTToThe Members of the Company

Your Directors take this privilege to present 3rd Annual Report of your Company along with the AuditedAccounts for the year ended 31st March, 2012.

OPERATIONAL RESULTS:The company has not commenced any commercial operations during the period ended on 31st

March,2012.

DIRECTORS:There were no changes among the directors during the year.

AUDITORS:M/s Balaji Viswanath & Co, Chartered Accountants, Hyderabad, Statutory Auditors of the Company willretire at the conclusion of this Annual General Meeting. However, being eligible they offer themselves forreappointment and confirmed that their reappointment will be within the limits specified under section224 (1B) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES:In accordance with the provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies(Particulars of Employees) Rules, 1975, the particulars of Employees of the Company are – NIL.

DIRCTOR’S RESPONSIBILITY STATEMENT:Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956, it is hereby confirmed.

That in preparation of Annual Accounts for the year ended 31st March,2012, the applicable accountingstandards have been followed and that no material departures have been made from the same:

That the Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year.

That the Directors have taken proper and sufficient care for the maintenance of adequate accountingrecord in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.

That the Directors have prepare the annual accounts for the year ended 31st March, 2012 on a goingconcern basis.

CONSERVATIONOF ENERGY, TECHNOLOGY ABSORPORTION, FOREIGHN EXCHANGE EARNINGSAND OUTGO:Additional information on conservation of energy, technology absorption, foreign exchange earning andoutgo as required to be disclosed in terms of Section 217 (1) (e) of the Companies Act, 1956 read with theCompanies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given hereunder.

CONSERVATION OF ENERGY:The operations of your company so far are minuscule and it will take time to go on swing. Therefore theoperations of the Company doesn’t require any energy and chances for conversation are hardly anything.

CTIL MEDIA PVT LTD

CTIL LIMITED

102



Foreign Exchange Earnings NIL NILForeign Exchange Outgo NIL NIL

ACKNOWLEDGEMENTS:Your Directors wish to place on record their sincere appreciation of services of employees, Bankers andvarious Statutory Authorities for their continued support during the year. We look forward to maintainsame cordial relations with all concerned in future also.

For and on behalf of the BoardCTIL MEDIA PVT LTD

Place: HyderabadDate: 03.09.2012 Sd/- Sd/-

PVV Satyanarayana P. Jagadeesh BabuDirector Director

CTIL MEDIA PVT LTD

CTIL LIMITED

103

AUDITOR’S REPORT

To

The Members of

CTIL MEDIA PVT LTD

We have audited the attached Balance Sheet of CTIL MEDIA PRIVATE LIMITED as at 31.03.2012. Asthe company has not yet commenced commercial activities, no Profit & Loss account has been prepared.The provisions of the Manufacturing and other companies (Auditors Report) order 1988 issued by theCompany Law Board in terms of section 227(4A) of the companies Act 1956, are in our opinion notapplicable to the company except those stated herein below:

No undisputed amounts payable in respect in Income, Sales Tax, Wealth Tax, Custom Duty and ExciseDuty were outstanding as at the last day of the Accounting year for a period more than six months from thedate they become payable.

No Personal expenses have been charged to Preliminary & Preoperative Expenses Account. We Furtherreport that:


a) We have obtained all the information and explanations, which to the best of our knowledge andbelief were necessary for the purpose of our audit.

f) In our opinion, proper books of accounts as required by law have been kept by the company so faras it appears from our examination of those books.

g) The Balance Sheet dealt with by this report is in agreement with the books of account.

h) In our opinion, the Balance Sheet dealt with by this report complies with the mandatory AccountingStandards referred to in Sub-Section 3(C) of Section 211 of Companies Act 1956.

i) On the basis of the written representation received from the directors and taken on records by theBoard, we report that none of the directors is disqualified as on 31st March 2012 from being appointedas a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act 1956

j) In our opinion and to the best of our information and according to the explanations given to us, thesaid balance sheet gives the information required by the Companies Act, 1956 in the manner sorequired and give a true and fair view of the state of affairs of the company as at 31st March 2012.



Sd/-



M. No. 029357


CTIL MEDIA PVT LTD

CTIL LIMITED

104

CTIL MEDIA PRIVATE LIMITED6-3-1192, 4TH FLOOR, MY HOME TYCOON, GREENLANDS, BEGUMPET, HYDERABAD - 500016


EQUITY AND LIABILITIES:Shareholders funds(a) Share Capital 2 100000 100000(b) Reserves and Surplus - -

Share application money pending allotment 900000 900000Non-current liabilities(b) Deferred tax Liability (net) - -(c) Other Long term liabilities - -

Current Liabilities(a) Short-term borrowings - -(b) Trade payables - -(c) Other current liabilities 300000 -(d) Short-term provisions 3 - 20000

TOTAL 1300000 1020000

ASSETS:Non-current assets

(a) Fixed assets(i) Tangible assets - -(ii) Intangible assets 624566 620154(iii) Capital work - in - progress - -

(b) Non-current Investments - -(c) Deferred tax assets (net) - -(d) Long- Term Loans and advances

Current assets(a) Inventories - -(b) Trade Receivables - -(c) Cash and bank balances 4 525434 249846(d) Short -term loans and advances 5 150000 150000(e) Other current assets - -

TOTAL 1300000 1020000

Particulars NoteNo.

As AtMarch 31, 2012

As AtMarch 31, 2011

Significant Accounting policies and notes to accounts 1 to 13As per our Report of even date For and on behalf of the boardfor Balaji Viswanath & Co, CTIL MEDIA PRIVATE LIMITEDChartered Accountants. sd/- sd/- sd/-B.Balaji Viswanath PVV Satyanarayana P. Jagadeesh BabuProprietor Director DirectorM.No. 029357Place : HyderabadDate : 03-09-2012

CTIL MEDIA PVT LTD

CTIL LIMITED

105

Particulars As At As AtMarch 31, 2012 March 31, 2011


AuthorisedEquity Shares of Rs. 10/- each 50000 500000 50000 500000

Issued, Subscribed and Paid upEquity Shares of Rs. 10/- each fully paid up 10000 100000 10000 100000

(Refer footnote (a) to (c) below)

Total 10000 100000 10000 100000

Footnote:(a) Reconciliation of the number of shares outstanding as at March 31, 2012 and March 31, 2011:

Particulars As At As AtMarch 31, 2012 March 31, 2011


Equity Shares outstandingat the beginning of the year 10000 100000 10000 100000

Equity Shares Issued during the year - - - -Equity Shares bought back during the year - - - -Equity Shares outstanding at the end of the year 10000 100000 10000 100000


Particulars



CTIL MEDIA PRIVATE LIMITEDNotes to accounts

NOTE NO: 2 - SHARE CAPITAL:

As AtMarch 31, 2012

As At March 31, 2011

No. ofShares held

% ofHolding

No. ofShares held

% ofHolding


As AtMarch 31, 2012

As At March 31, 2011

No. ofShares held

% ofHolding

No. ofShares held

% ofHolding

Particulars

CTIL MEDIA PVT LTD

CTIL LIMITED

106

Notes to accountsNOTE NO: 3 - SHORT-TERM PROVISIONS:


Rupees Rupees(a) Provision for Expenses - 20000

- 20000

NOTE NO: 4 - CASH AND CASH EQUIVALENTS:


Rupees Rupees(a) Cash and cash equivalents:

(i) Balances with banks;

(1) In Deposit Accounts - -

(2) In Current Accounts 8106 32518

(ii) Cash on hand 517328 217328

525434 249846



Rupees Rupees

(Unsecured and considered good)(a) Other advances & Receivables 150000 150000

150000 150000

CTIL MEDIA PVT LTD

CTIL LIMITED

107

CTIL MEDIA PRIVATE LIMITEDNOTES ON ACCOUNTS

NOTES FORMING PART OF THE ACCOUNTS AS ON 31.03.2012

Note No. 1 significant Accounting Policies:

a) General:


b) Accounting Policies not specifically referred to are consistent with generally accepted accountingpractices.

a) Foreign Currency Transactions: NILNote No. 6 AS_22 Taxation of Income:No provision for tax for the current year has been made as there is no taxable income under theIncome Tax Act 1961Note No. 7. Quantitative Details: Quantitative details of and the information as required underparagraph 2, 4C and 4D of part II of the Companies Act, 1956 is not applicable to the Company.

Note No. 8 Auditors Remuneration 2011-12 2010-11—Audit Fee Rs. 10,000/- Rs.10,000/-

Note No. 9. Directors Remuneration NIL NIL

Note No. 10. In the opinion of the board of Directors and to the best of their knowledge and belief, thevalue on realization of current Assets, Loans and Advances in the ordinary course of business will not beless than the amount at which they are stated in the balance sheet.

Note No. 11. Contingent Liability provided for —NIL—Note No. 12. Previous year figures have been regrouped / rearranges wherever necessary as per ourreport of even date.Note No. 13. There are no amounts due to small-scale Industrial undertakings, to whom the companyowes a sum which is outstanding for more than 30 days and hence the details in respect ofoutstanding dues to small-scale Industrial undertakings are not furnished, as required as per thenotification No.GSR 129(E) dated 22nd February 1999.

Significant Accounting policies and notes to accounts 1 to 13As per our Report of even date For and on behalf of the boardfor Balaji Viswanath & Co, CTIL MEDIA PRIVATE LIMITEDChartered Accountants. sd/- sd/- sd/-B.Balaji Viswanath PVV Satyanarayana P. Jagadeesh BabuProprietor Director DirectorM.No. 029357Place : HyderabadDate : 03-09-2012

CTIL MEDIA PVT LTD

CTIL LIMITED

108

DECLARATION BY THE DIRECTORS

To

The Shareholders,

COMPULEARN MIDDLE EAST FZC

Since the accounting year in Dubai ends with June 30th following year and the auditors have alreadygiven their report as on June 30th, 2012. Directors of your company have taken view based onnormal accounting polices and practices to have a certification and authentication of figures andamounts extracted from the audited ones by the Chartered Accountants in India for the year ended31st March,2012 for the purpose of consolidation of Financial Statements with those of parentcompany.

Further we, the Directors of Compulearn Middle East FZC, hereby declare that;

1. The Financial statements and notes for the period ended 31st March, 2012 are prepared inaccordance with the accounting policies contained in note 3 of the notes appended to the FinancialStatements.

2. The Financial Statements so prepared gives true and fair view of the financial position of theCompany in case of Balance Sheet and of the Profit or Loss in case of statement of Income.

For COMPULEARN MIDDLE EAST FZC

Sd/- Sd/-

PVV Satyanarayana P.C. Saibabu

Director Director


CTIL LIMITED

109

Particulars Notes 2012 2011

Assets

Non-Current Assets:Property, Plant and equipments 4 7137.00 14273.00

Current Assets:i) Accounts and other Receivables 5 25247623.00 12712086.00ii) Cash and Bank Balances 6 15358.00 33172.00

TOTAL ASSETS 25270118.00 12759531.00

Equity and Liabilities:Equity share capital 2 365977.00 365977.00Retained earnings 7 24419309.00 11835142.00Equity shareholders Current Account 8 266577.00 420457.00Accounts and Other Payables 9 218255.00 137955.00

TOTAL LIABILITIES 25270118.00 12759531.00

COMPULEARN MIDDLE EAST FZCRAK FREE TRADE ZONE – RAS AL KHAIMAH – UNITED ARAB EMIRATES

Balance Sheet for the year ended 31st March

(In Dirhams)


Sd/-

P.C. SAIBABU

DIRECTOR

The accompanying notes form an integral part of this Financial Statements. The declaration by theDirector confirming true and fairness of the statements is Annexed hereto.

The Financial Statements herein were approved and signed by the Director.


CTIL LIMITED

110

COMPULEARN MIDDLE EAST FZCRAK FREE TRADE ZONE – RAS AL KHAIMAH – UNITED ARAB EMIRATES

Statement of Income for the year ended 31st March

(In Dirhams)

Particulars 2012 2011

Revenue 42359916.00 32710240.00

Total Revenue 42359916.00 32710240.00

Direct Expenses 24145152.00 21268055.00

Gross Profit 18214764.00 11442185.00

Administrative Expenses 5294990.00 2377200.00

Management Fees 328470.00 354640.00

Depreciation 7137.00 7137.00

Total Expenditure 5630597.00 2738977.00

Net Profit 12584167.00 8703208.00

The accompanying notes form an integral part of these financial statements.

The Declaration by the Directors confirming the true and fairness of the Financial statement isAnnexed hereto.

The Financial Statements contains herein were approved and signed by the Director on this July21st 2012.


Sd/-

P.C.SAIBABU

DIRECTOR


CTIL LIMITED

111

Compulearm Middle East FZC

RAK Free Trade Zone – Ras Al Khaimah – United Arab Emirates

Notes to the Financial Statements for the year ended 31st March,2012

1. Legal status and business activity:

Compulearn Middle East FSC, (Free Zone Company) – United Arab Emirates, was established onJuly 17, 2007 and operates in the United Arab Emirates, under a license issued by the RAK FreeTrade Zone, Ras –AL- Khaimah.

The Principal activities of the FZC are information technology consultancy.

The Registered office of the Company is located at PO Box 16111, RAK Free Trade Zone, UnitedArab Emirates.

The management and control are vested with Mr. P.C. SAIBABU

These financial statements incorporate the operating results of the License No. 6000561.

The name of the company has been changed from Shouk Investments Consultancy FZC toCompulearn Middle East FZC with effect from February 2, 2010.

2. Capital:

The capital of the FZE is AED 365977.

3. Summary of significant accounting policies:

Basis of Preparation:

The financial statements have been prepared on a historical cost basis. The Financial statementsare presented in Arab Emirates Dirhams (AED).

a) Statement of compliance

The Statements of the Company have been prepared in accordance with Generally acceptedAccounting Principles..

b) Revenue recognition

When the outcome of the transaction involving the rendering of services can be estimated reliably,revenue associated with the transaction shall be recognized be reference to stage of completion ofthe transaction at the balance sheet date. The outcome of a transaction can be estimated reliablywhen all the following conditions are satisfied. The amount of revenue can be measured reliably;

It is Probably that the economic benefits associated with the transaction will flow to the entity;

The stage of completion of the transaction at the balance sheet date can be measured reliably; and

The cost incurred for the transaction and the costs to complete the transaction can be measuredreliably.

c) Financial expenses

Financial expenses are accounted in the statement of income in the period in which they areincurred. Except to the extent, that the borrowing costs that are directly attributable to the acquisition,construction or production of qualifying assets shall be capitalized as part of cost of the asset.

d) Employees’ terminal benefits

Amounts required to cover end of service indemnity at the balance sheet date are computedpursuant to the United Arab Emirates Federal Labour Law based on the employees’ accumulatedperiod of service and current basic remuneration at the balance sheet date. These are accountedon cash basis.


CTIL LIMITED

112

Compulearm Middle East FZC

RAK Free Trade Zone – Ras Al Khaimah – United Arab Emirates

Notes to the Financial Statements for the year ended 31st March,2012

e) Provisions

Provisions are recognized when the Establishment has a present obligation as a result of a pastevent, which it is probable will result in an outflow of economic benefits that can be reasonablyestimated.

f) Foreign currencies

Transactions denominated in foreign currencies are initially recorded at the rates of exchangeprevailing on the dates of the transactions. Monetary items denominated in foreign currencies aretranslated at the rates prevailing on the balance sheet date. Gains and losses arising are includedin the statement of income. Non-monetary items that are measured in a foreign currency aretranslated using the exchange rate at the when the fair value was determined.

g) Financial instruments

Financial instruments comprise financial assets and financial liabilities. Financial assets andfinancial liabilities are recognized on the Establishment’s balance sheet when the Establishmenthas become a party to the contractual provisions of the instrument. A financial asset is any assetthat is cash, a contractual right to receive cash or other financial assets, a contractual right toexchange financial instruments under conditions that are potentially favourable or an equityinstrument. A financial liability is any liability that is a contractual obligation to deliver cash or anotherfinancial asset, or to exchange financial instruments under conditions that are potentiallyunfavourable.

Accounts receivableRevenue generated on credit and not realized up to the balance sheet date is included in tradereceivables, as reduced by appropriate allowances for estimated doubtful amounts. Bad debts arewritten off as they arise.

Accounts payableAccounts payables are stated at their nominal value

Cash and cash equivalents

For the purpose of the statements of cash flows, cash and cash equivalents comprise cash onhand, balances with bank and deposits with banks, within a maturity date of three months or lessfrom the date of deposit, free of encumbrances.

Property, plant and equipment and software

Property, Plant and equipment and software are stated at cost less accumulated depreciation/amortization and identified impairment loss, if any. The costs comprises of purchase price, levies,duties and any directly attributable costs of bringing the assets to its working condition. The cost ofproperty, plant and equipment and software is depreciated/amortised using the straight-line methodover their estimated useful economic lives as follows:

Years

Furniture and office equipments 5


CTIL LIMITED

113

Compulearm Middle East FZCRAK Free Trade Zone – Ras Al Khaimah – United Arab EmiratesNotes to the Financial Statements for the year ended 31st March,2012

4 Property, plant and equipments

Furniture & TotalEquipments

Cost AED AEDOpening balance 35,684 35,684

As at March 31st,2012 35,684 35,684Accumulated depreciationOpening balance 21411 14274Depreciation for the year 7,137 7,137

As at March 31st,2012 28548 21411Net book valueAs at March 31st,2012 7136 14273

5. Accounts and other receivables 31st March 2012 31st MarchAED AED

Accounts receivables 24097863 9741286Deposits and prepayments 593560 1282390Loans and Advances 556200 1688410TOTAL 25247623 12712086

6. Cash And Bank BalancesCash and Bank 15358 15358

33172 331727. Retained Earnings:

Opening Balance 11835142 3131934Net Profit for the period 12584167 8703208Closing Balance 24419309 11835142

8. Shareholders’ current account(Belongs to Mr.Mangilal Kalani &Mr. Somitra AgarwalOpening Balance 420457 358748Movements during the year -482350 -292931Management fee 328470 365640

Closing Balance 266577 4204579. Accounts and other payables

Accounts Payable 197250 125200Other payables 2250 1200Accruals and provisions 18755 11555

TOTAL 218255 13795510. Revenue 42359916 32710240

Gross Revenue 42359916 32710240

11. Direct Expenses 24145152 21268055

TOTAL 24145152 21268055


CTIL LIMITED

114

Compulearm Middle East FZCRAK Free Trade Zone – Ras Al Khaimah – United Arab EmiratesNotes to the Financial Statements for the year ended 31st March,2012

2012 2011AED AED

12. Administrative ExpensesSalaries and Allowances 2401185 1020256Communication 62872 45232Transportation 53498 41566Legal 82520 78630Printing and Stationary 32680 25951Utilities 14578 11523Travelling and conveyance 157500 98500Bank Charges 4900 4200Office and general 2485257 1051342

5294990 2377200

13. Contingent Liabilities & Capital CommitmentsExcept for the business obligations which are under normal course of business against which noloss is expected, there has been no other known contingent liability or capital commitment oncompany’s account as of balance sheet date.

14. Financial instrument: Financial instruments of the company comprise of cash at bank, accountsreceivable, other assets, accounts payable and other liabilities.

15. Credit Risk: Financial assets which potentially expose the company to concentration of credit riskcomprise principally bank accounts, trade receivables and other receivables. The company’sbank accounts are placed with high credit quality financial institutions.Trade and other receivablesare stated net of allowance for doubtful recoveries.

16. Exchange rate risk: There are no significant exchange rate risks as substantially all financialassets and financial liabilities are denominated in Arab Emirates Dirhams or US Dollars to whichthe conversion of Dirhams into US Dollar is fixed except the following.

17. Interest rate risk: The company is not exposed to any significant interest rate risk.18. Fair Values: At the balance sheet date, the fair values of financial assets and liabilities at year-end

Approximate to their carrying amounts.


CTIL LIMITED

115

DECLARATION BY THE DIRECTORS

ToThe Shareholders,CTIL HONG KONG LIMITED

Since the accounting year in Hong kong ends with July 31st, and the auditors have already giventheir report as on July 31st, 2012, Directors of your company have taken view based on normalaccounting policies and practices to have a certification and authentication of figures and amountsextracted from the audited ones by the Chartered Accountants in India for the year ended 31st

March,2012 for the purpose of consolidation of Financial Statements with those of parent company.

Further I, the Director of CTIL Hongkong Limited hereby declare that;1. The Financial statements and notes for the period ended 31st March, 2012 are prepared in

accordance with the accounting policies contained in note 2 of the notes appended to the FinancialStatements.

2. The Financial Statements so prepared gives true and fair view of the financial position of theCompany in case of Balance Sheet and of the Profit or Loss in case of statement of Income.

CTIL HONG KONG LIMITEDSd/-

P V V SATYANARAYANADIRECTOR

CTIL HONG KONG LIMITED

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CTIL (HK) LIMITEDCTIL LTD HONGKONG LIMITED

STATEMENT OF COMPREHENSIVE INCOME PERIOD ENDED 31.03.2012

1. The Financial statements and notes for the period ended 31st March, 2012 are prepared inaccordance with the accounting policies contained in note 2 of the notes appended to theFinancial Statements.

2011-12 2010-11

REVENUE 49821513 119267963

COST OF SALES 40860780 117153999

GROSS PROFIT 8960733 2113964

ADMINISTRAIVE AND OTHER EXPENSES 1494740 923391

PROFIT BEFORE TAX 7465993 1190573

INCOME TAX 1493199 196445

PROFIT FOR THE YEAR 5972794 994128

ACCUMULATED PROFIT CARRIED FORWARD 6966922 994128

STATEMENT OF FINANCIAL POSITION:

2011-12 2010-11

NON CURRENT ASSETS Rs. RS.

PROPERTY, PLANT EQUIPMENT ANDLEASEHOLD IMPROVEMENTS 34613 41536

CURRENT ASSETS:

CASH AND BANK BALANCES 21682 131682

TRADE AND OTHE RECEIVABLES 17878239 24490163

TOTAL CURRENT ASSETS – A 17899921 24621845

CURRENT LIABILITIES : 83100 79110

ACCURALS 6160341 17685309

TRADE AND OTHER PAYABLES 1936271 3116934

TOTAL CURENT LIABILITIES—B 8179712 20881353

NET CURRENT ASSETS— A-B 9720209 3740492

TOTAL ASSETS 9754822 3782028

EQUITY2787900 2787900

RETAINED PROFIT 6966922 994128

TOTAL LIABILITIES 9754822 3782028


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CTIL (Hong Kong) LTDSTATEMENT OF CHANGES IN EQUITY

Period ended 31st March, 2012 Issued share Accumulated Total

Capital Profits

Rs. Rs. Rs.

Opening Balance 2787900 9,94,128 37,82,028

Retained profits for the period ——— 59,72,794 59,72,794

Total: 2787900 69,66,922 97,54,822

The accompanying Accounting policies and Explanatory Notes from an integral part of, and shouldbe read in conjunction with, these financial statements.

ACCOUNTING POLICIES AND EXPLANATORY NOTES TO FINANCIAL STATEMENTS:CORPORAE INFORMATION:

CTIL (Hong Kong) LIMITED (the ‘Company’) is a limited liability company incorporated in HongKong. Its principal activity is software development. The Company’s registered office is located atRoom 406B, 4/F, Mirror Tower, 61, Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong.

1. BASIS OF PREPARATION AND ACCOUTNING POLICIES.The Company qualifies under the Companies Ordinance to prepare and present its financialstatements in accordance with section 141D of that Ordinance. The Company’s shareholders haveunanimously agreed in writing to apply section 141D with respect to the Company’s FinancialStatements for the period ended 31.07.2012.

These Financial Statement comply with the Small and Medium-sized entity Financial ReportingStandard issued by the Hon Kong Institute of Certified Public Accountants and have been preparedunder the accrual basis of accounting and on the basis that the Company is a going concern.

The measurement base adopted is the historical cost convention.

The following are the specific accounting policies that are necessary for proper understanding ofthe financial statement.

Revenue:

Revenue arising from software development operation is recognized when it is probable that theeconomic benefits will flow to the Company when the revenue can be measured reliably when therelevant services are provided.

Taxation:

Income tax expense represents current tax expense. The income tax payable represents theamounts expected to be paid to the taxation authority, using the tax rates (and tax laws) that havebeen enacted or substantively enacted by the statement of financial position date.

Deferred tax is not provided

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:Property, plant and equipment


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Property, plant and equipment are stated at cost less accumulated depreciation and accumulatedimpairment losses. The cost of an item of property, plant and equipment to the company is purchaseprice and directly attributable costs of bringing the asset to its working condition and location for itsintended use. Expenditure incurred after item of property, plant and equipment have been put intooperation such as repairs and maintenance is normally charged to the statement of comprehensiveincome in the period in which it is incurred. In situations where it can be clearly demonstrated thatthe expenditure has resulted in an increase in the future economic benefits expected to be obtainedfrom the use of an item of property, plant and equipment, and where the cost of the item can bemeasured reliably, the expenditure is capitalized as an additional cost of that asset or as areplacement.

Depreciation is calculated on the straight-line basis to write off the cost of each item of property,plant and equipment to its residual value over its estimated useful life. The principle annual ratesused for this purpose are:

Computers 20%Inventories:There were no inventories.PROFIT BEFORE TAXProfit before Tax is arrived as after charging

PARTICULARS PERIOD ENDED 31.03.2012 (Rs.)

Auditors Remuneration 35000

Depreciation 6923

Employees Remuneration 1382190

1. INCOME TAXHong Kong profits tax has been provided at 16.5% on the Company’s estimated assessable profitsarising in Hong Kong.

2. AMOUNT DUE TO DIRECTORS:Amount due to Directors is unsecured, interest – free and has no fixed terms of repayment.

3. SHARE CAPITALRS.

Authorised, Issued and fully, paid: 2787900

4. PROPERTY, PLANT AND EQUIPMENT 2011-12 2010-11COMPUTERS

RS. RS.COSTAt beginning and during the period 48459 48459ACCUMULATED DEPRECIATION 6923Charge for the period 6923 6923NET BOOK VALUEAs 31.07.2012 34613 41536

5. COMPARATIVE AMMOUNTS:As these are the first set of Company’s financial statements, no comparative amount werepresented accordingly.


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6. APPROVAL OF THE FINANCIAL STATEMENTS:The Financial Statements were authorized for issue by the board of Directors on 16.08.2012.

PARTICULARS RS. RS.2011-12 2010-11

Advertising fee 18721 39321

Auditing Fee 35000 35160

Bank Service Charges 1296 1629

Business License and Fee 990 1758

Company formation expenses 00 18479

Depreciation 6923 6923

Employee Remuneration 1382190 752033

Office supplies 6597 8645

Printing and Stationery 1287 3203

Sundries 15968 25909

Telephone and Fax 19878 21666

Utilities 5890 8665

TOTAL: 1494740 923391


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2011-12 2010-11Income Rs. Rs.

Consulting income 9988980 17569770

ExpensesSubcontracting services 9089972 16669380Bank charges 24881 44881Travel 28120 75057Office expenses 207600 327600Professional fee 116900 116480Licences and taxes 28100 27300Misc.expenses 24500 43753

Total exp. 9520073 17304451

Net profit Before Taxes 468907 265320Taxes 84403Profit after Taxes 384504

Balance sheet as at 31-3-2012 2011-12 2010-11

Assets Rs. Rs.Cash at Bank 63520 2658329Accounts Receivable 2858650 3627660Loans and advances 124568 804440

Total 3046738 7090429

Liabilities

Accounts payable 2121328 5409549Expenses payable 191183 1369077State tax payable 84403 46483Retained earnings 649824 265320

Total 3046738 7090429

ASTUS TECHNOLOGIES INC, USAPROFIT AND LOSS ACCOUNT FOR THE PERIOD ENDED 31-3-12

ASTUS TECHNOLOGIES INC, USA

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ASTUS TECHNOLOGIES INCACCOUNT ING POLICIES:SCHDULES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31.03.2011.SIGNIFICANT ACOUNTING POLICIES AND NOTES ON ACCOUNTSCOMPANY OVERVIEW:

BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The Financial Statements are prepared in accordance with Indian Generally accepted AccountingPrinciples (GAAP) under the historical cost convention on the accrual basis except for certainFinancial instruments which are measured at fair values. GAAP comprise of mandatory accountingstandards as prescribed by the Companies (Accounting Standards) Rules 2006, the prescribed bythe Companies Act, 1956 and guidelines issued by the Securities and Exchange Board of India(SEBI). Accounting policies have been consistently applied except where a newly issued accountingstandard is initially adopted or a revision to an existing accounting standard requires a change inthe accounting policy hitherto in use.

USE OF ESTIMATES:

The preparation of the Financial statements in conformity with, GAAP requires Management tomake estimates and assumptions that affect the reported balances of assets and liabilities anddisclosures relation to contingent liabilities as at the date of the financial statements and reportedamounts of income and expenses during the period. Examples of such estimates include computationof percentage of completion which requires the Company to estimate the efforts to be expended,provisions for doubtful debts, future obligations under employees retirement benefit plans, incometaxes, post – sale customer support and the useful lives of fixed assets and intangible assets.Accounting estimates could change from period to period. Actual results could differ from thoseestimates. Appropriate changes in estimates re made as the Management becomes aware ofchanges in circumstances surrounding the estimates. Changes in estimates are reflected in thefinancial statements in the period in which changes are made and, if material, their effects aredisclosed in the notes to the financial statements.

FOREIGN CURRENCY TRANSACTIONS:

Foreign currency denominated monetary assets and liabilities are translated at Exchange rates ineffect at the Balances Sheet date. The gains or losses resulting from such translation are includedin the Profit or Los account. Non-monetary assets and non-monetary liabilities denominated in aforeign currency and measured at fair value are translated at the exchange rate prevalent at thedate when the fair value was determined. Non-monetary assets and non-monetary liabilitiesdenominated in a foreign currency and measured at historical cost are translated at the exchangerate prevalent at the date of transaction. Revenue, expense and cash-flow items denominated inforeign currencies are translated using the exchange rate in effect on the date of the transaction.Transaction gains or losses realized upon settlement of foreign currency transactions are includedin determining net profit for the period in which the transaction is settled.

ASTUS TECHNOLOGIES INC, USA

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BL

AN

KP

AG

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FOR NOTES

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CTIL LIMITED(formerly known as COMP-U-LEARN TECH INDIA LIMITED)

4th FLOOR, MY HOME TYCOONLIFE STYLE BUILDING, GREENLANDS BEGUMPET, HYDERABAD – 500 016

TEL. NO: 040-23412103, FAX NO: 040-23414156PROXY FORM

We…………………..of…………being a member (s) of CTIL Limited formerly known as Comp-u-LeanTech India Ltd Hereby appoint………………..………of…………of failing him………………….. ofHereby appoint……………………of………………….….of failing him……………….Of as my / our Proxy to vote for me/us and on my/our behalf at the 15th Annual General Meeting of theCompany on Saturday. 29th September, 2012 at 9.00 A.M. at Vasavi Club, Khairtabad, Hyderabad – 500004 and / or at any adjournment thereof.

Signed this………………..…..day of………………..2012

Regd. Folio No. / Client ID No…………………………..

Note:

1. The Proxy need not be a member2. The Proxy form must be returned so as to reach the Registered Office of the company not less than

48 hours before the time for holding the aforesaid meeting.

CTIL LIMITEDFormerly known as

COMP-U-LEARN TECH INDIA LIMITED4th FLOOR, MY HOME TYCOON

LIFE STYLE BUILDING, GREENLANDS BEGUMPET, HYDERABAD – 500 016TEL. NO: 040-2341203, FAX NO: 040-23414156

15TH Annual General MeetingATTENDANCE SLIP

Please Complete this attendance slip and hand it over at the entrance of the Meeting Hall

Name of the Member(s) (In Block Leetters)…………………………………………….......................................

Name of Proxy. If any (In Block Letters)………………………………………………….......................................

Regd.folio No. / Client ID No……………………………………………………………..….......................................

No. of Shares held…………………………………………………………………………….......................................

I hereby record my presence at the 15th Annual General Meeting of the Company at 9.00 A.M. at VasaviClub, Khairtabad, Hyderabad – 500 004 on Friday, 29th of September, 2012.

NOTE:

1 Member(s) / Proxy holders are requested to bring this attendance Slip duly filled in and signed withthem when they come for the meeting and hand it over at the entrance of the Meeting Hall.

2. No attendance slip will be issued at the time of the meeting.

3. The copy of Annual Report may please be brought to the Meeting hall.

Affix Rs.1/-revenue stamp

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BOOK - POSTAnnual Report

If Undelivered, please return to:

CTIL LIMITED

(formerly known as COMP-U-LEARN TECH INDIA LIMITED)LIFE STYLE BUILDING, GREEN LANDSBEGUMPET, HYDERABAD – 500 016TEL NO: 040-23412103, FAX NO: 040-23414156

15th annual report 2011-12 · ctil limited 2 01.company on growth track 1 02.company details 4...

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