KTL Annual Report - 2010-11€¦ · advertising field for 35 years. He has been associated with reputed advertising agencies having worked for them in Chennai, Bangalore and Mumbai.

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NOTICE

NOTICE is hereby given that the Thirteenth Annual General Meeting of the members of Company will be held at 10.00a.m. on Thursday, September 29, 2011, at New Woodlands Hotels Private Limited, No. 72-75, Dr. Radhakrishnan Salai,Mylapore, Chennai – 600 004.

ORDINARY BUSINESS

1. TO RECEIVE, CONSIDER, APPROVE AND ADOPT THE BALANCE SHEET AS AT MARCH 31, 2011, PROFIT & LOSSACCOUNT FOR THE YEAR ENDED MARCH 31, 2011 AND THE DIRECTORS’ AND AUDITORS’ REPORT THEREON

To consider and if thought fit, to pass with or without modification, the following resolution as an ordinary resolution:

"RESOLVED THAT the audited balance sheet as at March 31, 2011 and the profit and loss account of the Company forthe year ended on that date, together with the directors’ report and the auditors’ report thereon as presented to themeeting, be and the same are hereby, approved and adopted."

2. TO APPOINT A DIRECTOR, WHO SHALL BE LIABLE TO RETIRE BY ROTATION AND BEING ELIGIBLE FOR RE-APPOINTMENT OFFERS HIMSELF FOR RE-APPOINTMENT


"RESOLVED THAT Mr. A. Ganesan, Director who retires by rotation and being eligible for re-appointment be and ishereby re-appointed as a director of the Company."

3. TO APPOINT A DIRECTOR, WHO SHALL BE LIABLE TO RETIRE BY ROTATION AND BEING ELIGIBLE FOR RE-APPOINTMENT OFFERS HIMSELF FOR RE-APPOINTMENT


"RESOLVED THAT Mr. S. Thiruvengadam, Director who retires by rotation and being eligible for re-appointment beand is hereby re-appointed as a director of the Company."

4. TO APPOINT AUDITORS TO HOLD THE OFFICE FROM THE CONCLUSION OF THIS MEETING UNTIL THE CONCLUSIONOF THE NEXT ANNUAL GENERAL MEETING


"RESOLVED THAT M/s. R. Ravindran & Associates, Chartered Accountants, be and hereby appointed as StatutoryAuditors of the Company from the conclusion of this Annual General Meeting of the Company until the conclusionof next Annual General Meeting of the Company, at a remuneration as may be mutually decided betweenM/s. R. Ravindran & Associates, Chartered Accountant and the Board of Directors of the Company.”

BY ORDER OF THE BOARDFor KAASHYAP TECHNOLOGIES LIMITED

Sd/-Place: Chennai A. VENKATRAMANIDate : September 02, 2011 Chairman & Managing Director

THIRTEENTH ANNUAL REPORT 2010-11

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Pursuant to Clause 49 of the listing agreement, the details of Directors seeking re-appointment at the forthcomingAnnual General Meeting are given below:

Name Mr.S. Thiruvengadam

Age 67 years

Qualification Mr.S.Thiruvengadam is a veteran creative director in theadvertising field for 35 years. He has been associated withreputed advertising agencies having worked for them in Chennai,Bangalore and Mumbai.

Other Directorships held in Companies Nil

Committee memberships, if any, with position Audit Committee – Member Remuneration Committee – Member Shareholders’ / Investors Grievance Committee – Chairman

Date of Appointment February 25, 2009

Notes:

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead ofhimself and such proxy need not be a member of the Company. The proxy forms, in order to be valid, must bereceived at the Registered Office of the Company not less than 48 hours before the commencement of themeeting. A form of proxy is given at the end of the Annual Report. Corporate Members are requested to sendcertified copy of Board Resolution, pursuant to Section 187 of the Companies Act, 1956, authorizing theirrepresentative to attend and vote at the meeting.

2. Members are requested to notify to the Company's Registrars and Transfer Agents (RTA), Knack CorporateServices Private Limited, 17/9, Thiruvengadam Street, Mandaveli, Chennai - 600 028. (Telephone No.044 –42303383, Fax No. 044 – 42303383)

Name Mr. A. Ganesan

Age 62 years

Qualification Mr.A.Ganesan a post graduate diploma holder in MarketingManagement. He has 25 years of experience in marketing. He hasworked with various companies viz., Videocon Industries Ltd whichis engaged in manufacturing of consumer electronics products.

Other Directorships held in Companies Kaashyap Infra Developers Limited(Resigned from Directorship w.e.f. February 22, 2011)

Space Medical & Health Services Private Limited(Resigned from Directorship w.e.f. February 22, 2011)

Committee memberships, if any, with position Audit Committee – Member Remuneration Committee – Chairman Shareholders’ / Investors Grievance Committee – Member

Date of Appointment October 30, 1999


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a) any Change in their Registered Addresses along with PIN Code Number;b) details about their Bank account number, name of bank, bank's branch name and address to enable the

Company to draw dividend warrant payable accordingly. Please quote your Registered Folio Number in allcorrespondence with the Company / RTA.

3. Members holding shares in the same name or same order of names under different Ledger Folios are requested toapply for consolidation of such Folios, to the Company's Registrars and Transfer Agents, at the address as stated atNote No.4 above.

4. Member may please address all their documents/correspondence relating to the equity shares of the Companydirectly to the Company's Registrars and Transfer Agents, at the address as stated in Note No. 4 above.

5. Members attending the Annual General Meeting are requested to bring with them the following:a. Members holding shares in dematerialized form - their DP details & Client ID.b. Members holding shares in physical form - their Folio Numbers.c. No copy of the Annual Report would be distributed at the Meeting.d. The attendance Slip duly completed and signed in terms of specimen signature shall be lodged with the

Company.

6. Members / proxies are requested to bring the duly filed attendance slip sent herewith for attending the meeting.

7. The Share Transfer Register and Register of Members will remain closed from September 24, 2011 to September29, 2011.


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DIRECTORS’ REPORT

The Board of Directors of Kaashyap Technologies Limited (KTL) are pleased to present the Thirteenth Annual Report forthe year ended March 31, 2011, together with the Auditors’ Report and Audited Accounts for the Financial year 2010-11.

FINANCIAL PERFORMANCE

The comparative pictures of the financials of the Company for the last two years are presented in the table below.

(All figures in Rs. Lakhs)

PARTICULARS 2010-11 2009-10

Net Income 1902.92 4275.77

Expenditure 2259.52 4460.24

Profit before Depreciation, Interest and Tax (356.60) (184.47)

Interest and Finance Charges 82.13 64.85

Depreciation 21.12 29.99

Profit/(Loss) before Extra-ordinary Item and Tax (459.85) (279.31)

Prior Period (Expenses) / Income 144.04 -

Profit /(Loss) Before Tax (603.89) (279.31)

Provision for Tax 9.79 65.95

Profit/(Loss) after Tax (613.68) 4275.77

DIVIDEND

In order to conserve the earnings so as to strengthen the business, your Directors’ are not recommending any dividendfor the period.

DEVELOPMENT IN THE COMPANY

The promoters and Directors of your Company are looking into new areas of our operation in India and aboard.

COMPLAINTS REDRESSAL SYSTEM

All the investor grievances received by the Company are attended and replied to satisfactory within 3 days of receivingthe grievance. The Shareholders’ / Investors Grievance Committee meet periodically to take status of the investorgrievance pending at any period and resolve the same effectively. The details of the investor grievance committee and itsmeetings are given in the Corporate Governance Report which forms part of this Annual Report.

OFFICE INFRASTRUCTURE

The Company functions from the same premises as that of its Registered Office at Alwarpet, Chennai. Apart fromregistered office, the business operations are done from the corporate office building located at Ekkattuthangal,Chennai.


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DIRECTORS

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the CompanyMr. A. Ganesan and Mr. S. Thiruvengadam, retires by rotation and being eligible offer themselves for re-appointment.

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors consists of three Directors. Mr. Raghu Tandra, Director actsas Secretary of the Committee. This Committee was last re-constituted on February 25, 2009.

The present Audit Committee comprises of the following directors

1. Mr. R. Gopalan, Chairman of the Committee2. Mr. A. Ganesan, Member of the Committee3. Mr. S. Thiruvengadam, Member of the Committee

The constitution of the Audit Committee also meets the requirements of Section 292A of the Companies Act, 1956 asintroduced by the Companies (Amendment) Act, 2000. The terms of reference specified by the Board to the AuditCommittee are as per Clause 49 of the Listing Agreement.

The role, powers and functions of the Audit Committee are as stated below:

Monitor the internal controls to ensure the integrity of the financial performance reported to the shareholders. Provide by way of regular meeting, a line of communication between the Board and the Statutory Auditors. Consider the appointment of the Statutory Auditors. Review the interim and full year financial statement before recommending them to the Board. Review reports of the Auditors on any important events. Review the Company’s financial control systems, in particular, the procedures for identifying business risks

(including financial risks) and controlling their financial impact on the Company. Review the Company’s policies for ensuring compliance with the relevant regulatory / legal requirements and the

operational effectiveness of the policies and procedures.

REMUNERATION COMMITTEE

The Remuneration Committee has been constituted with Mr. A. Ganesan, Mr. R. Gopalan and Mr. S. Thiruvengadam,Directors of your Company, for performing inter-alia the role / various functions as set out under Clause 49 of the ListingAgreement with the Stock Exchanges and also in pursuance to the amendments made to the Schedule XIII of theCompanies Act, 1956.

AUDITORS

The Statutory Auditor of your company, M/s. R. Ravindran & Associates, Chartered Accountant, Chennai, is due to retireat the conclusion of the Twelfth Annual General Meeting. M/s. R. Ravindran & Associates has confirmed this eligibilityand willingness to accept office, if re-appointed for the financial year 2011-12. Your Directors recommended the re-appointment of M/s. R. Ravindran & Associates, Chartered Accountant as the Statutory Auditor of the Company to holdoffice from the conclusion of the Thirteenth Annual General Meeting until the conclusion of the Fourteenth AnnualGeneral Meeting of the Company.


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INTERNAL CONTROL SYSTEMS AND ADEQUACIES

Your Company has set up internal control systems commensurate with the size and nature of business. These systemsensure optimum use of resources and compliance with the multiple regulatory authorities. Your Company is also beingguided by the Audit Committee in constantly upgrading the control procedures and systems. The Audit Committee alsoreviews the adequacy of the internal control procedures.

PARTICULARS OF EMPLOYEES

Statement of personnel particulars of employees pursuant section 217(2A) of the Companies Act, 1956 are notapplicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs.2,00,000 per month or Rs. 24,00,000 per annum) during the period under review.

CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT GO

Your Company does not carry on any manufacturing activities and hence the disclosure requirement in terms of Sections217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of the Board ofDirectors) Rules, 1988, regarding Conservation of Energy and Technology do not apply to your Company.

During the year under review, there was no Foreign Exchange earnings and outgo for your Company.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with the Stock Exchanges, a Management Discussion and Analysis,Corporate Governance Report, Managing Director’s and Auditors’ Certificate regarding compliance of conditions ofCorporate Governance are made a part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and nomaterial departure have been made from the same;

ii. appropriate accounting policies have been selected and applied consistently and have made judgements andestimates that are reasonable and prudent so as to give a true a fair view of the state of affairs of the Companyas at March 31, 2011 and Profit & Loss Account for the year ended March 31, 2011;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordancewith the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.BY ORDER OF THE BOARD

For KAASHYAP TECHNOLOGIES LIMITEDSd/-

Place: Chennai A. VENKATRAMANIDate : September 02, 2011 Chairman & Managing Director


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MANAGEMENT DISCUSSION & ANALYSIS

SWOT Analysis for KTL

Strengths: Can create a unique Brand Quality State of art infra can be created Unmatched Curriculum Technology Top of the line Technical Team Financially Sound Resource Availability

Weakness: Attrition Problems Competitor in the Market: Global Competitor Domestic Competitor

Opportunities: Buoyancy in the market Shores outside India US recession

Threats: IT slowdown US recession Technology turning obsolete


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AUDITOR’S REPORT

To

The Members of Kaashyap Technologies Limited

Chennai

1. We have audited the attached Balance Sheet of KAASHYAP TECHNOLOGIES LIMITED as at March 31, 2011 and alsothe Profit and Loss Account for the year ended on that date annexed thereto. These financial statements are theresponsibility of the company management. Our responsibility is to express an opinion on these financial statementsbased on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statementsare free from material misstatement. An audit also includes examining, on test basis evidence supporting theamounts and disclosures in the financial statements. An audit also includes assessing the accounting principles usedand significant estimates made by management, as well as evaluating the overall financial statement presentation.We believe that our audit provides a reasonable basis for our opinion.

3. The Financial Statements of Overseas Branch were at United States of America in the name of KaashyapTechnologies ltd Inc audited by other auditor whose report has been furnished to us. Our opinion is based solelyreport of the other auditors.

4. As required by the Companies (Auditor's Report) Order, 2003 (CARO 2003) issued by the Company Law Board interms of Section 227(4A) of the Companies Act, 1956, we enclose in the annexure a statement on the mattersspecified in paragraphs 4 and 5 of the said Order.

5. Further to our comments in the Annexure referred to in paragraph 1 above, we state that:

a. We have obtained all the information and explanations, which to the best of our knowledge and belief werenecessary for the purposes of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as appearsfrom our examination of such books.

c. The Balance Sheet and Profit & Loss Account referred to in this report are in agreement with the books ofaccount.

d. In our opinion, the profit and loss account and the balance sheet comply with the Accounting Standardsreferred to in Subsection (3C) of section 211 of the Companies Act, 1956.

e. As per the information and explanations given to us, none of the directors of the company are disqualifiedfrom being appointed as a director under clause (g) of sub-Section (1) of Section 274 of the Companies Act,1956.


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f. In our opinion and according to the explanations given to us, the said Balance Sheet and the Profit & LossAccount read together with the notes thereon give the information required by the Companies Act, 1956 inthe manner so required and give a true and fair view in conformity with the accounting principle generallyaccepted in India :

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2011 and

b. in the case of the Profit and Loss Account of the Loss of the Company for the year ended on thatdate.

c. in the case of the Cash Flow Statement, of the Cash Flows of the Company for the year ended onthat date.

For R. Ravindran & AssociatesChartered Accountants

Firm Registration No. 003222SSd/-

R. RavindranProprietor

M. No. 023829Date: May 30, 2011Place: Chennai


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KAASHYAP TECHNOLOGIES LIMITEDRegd. Office: 33/8, B.R. Complex, II Floor, C. P. Ramasamy Road, Alwarpet, Chennai - 600 018.

BALANCE SHEET AS AT MARCH 31, 2011

PARTICULARS SCHEDULE NO.AS AT

31.03.2011AS AT

31.03.2010

(Rs.) (Rs.)

SOURCES OF FUNDS

1. Shareholders' Fundsa) Share Capital 1 69 78 31 908 69 78 31 908b) Reserves & Surplus 2 60 42 51 471 66 56 19 829

2. Loan Fundsa) Secured Loans 3 7 07 46 291 7 12 82 791b) Unsecured Loans 4 4 68 18 344 4 01 24 190

1 41 96 48 014 1 47 48 58 718

APPLICATION OF FUNDS

1. Fixed Assetsa) Gross Block 5 49 75 09 145 49 74 88 705b) Less : Depreciation 11 13 36 593 6 13 34 443

c) Net Block 38 61 72 551 43 61 54 2622. Investment at Cost 6 56 87 31 544 56 87 31 5443. Current Assets, Loans & Advances

a) Sundry Debtors 7 34 17 37 394 31 35 42 053b) Cash & Bank Balance 8 1 13 56 975 1 54 76 624c) Work in Progress 64 31 129 2 50 02 093d) Loans & Advances 9 16 39 46 561 17 72 20 614

52 34 72 058 53 12 41 384Less : Current Liabilities & Provisions

a) Current Liabilities 10 3 65 57 250 4 01 90 350b) Provisions 2 21 70 889 2 10 78 122

5 87 28 139 6 12 68 472Net Current Assets 46 47 43 920 46 99 72 913

1 41 96 48 014 1 47 48 58 718

Notes on Accounts 17The Schedules referred to above and the Statement on Significant Accounting Polices forms an integral part of the Balance Sheet.

As per our report of event date attached

For R. Ravindran & AssociatesFor and on behalf of the Board Chartered Accountants

Firm Registration No. 003222SSd/- Sd/- Sd/ Sd/-

A. Venkatramani A. Ganesan S. Thiruvengadam R. RavindranChairman & Managing Director Director Director Proprietor

Chennai, May 30, 2011 M. No. 023829


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PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED MARCH 31, 2011

PARTICULARS SCHEDULE NO.YEAR ENDED31.03.2011

YEAR ENDED31.03.2010

INCOME (Rs.) (Rs.)

Income from Operations 11 18 87 97 959 42 68 72 810Other Income 12 14 94 500 7 04 409

19 02 92 459 42 75 77 219

EXPENDITURE

Employee Cost 13 16 48 79 965 35 71 97 747Interest & Financial Charges 14 82 13 283 64 85 305Administrative and Other Expenses 15 1 29 95 963 4 00 77 426Selling & Marketing Expenses 16 1 85 630 8 58 633

18 62 74 841 40 46 19 111

Profit Before Depreciation and Tax 40 17 618 2 29 58 108Depreciation 5 21 11 636 29 98 992Profit Before Extra-ordinary Items 19 05 982 1 99 59 116Extra-ordinary Items Gain / (Loss) (4 78 90 516) (4 78 90 514)Prior Period (Expenses)/ Income (1 44 04 499)Profit Before Tax (6 03 89 033) (2 79 31 398)Provision for Tax

- Income Tax 9 79 326 65 50 000Profit After Tax (6 13 68 358) (3 44 81 398)Loss b/f from previous year (4 89 63 333) (1 44 81 934)Surplus / (Deficit) c/f to Balance Sheet (11 03 31 691) (4 89 63 333)

Earnings per share (Basic & Diluted) of Re.1/- per share (0.09) (0.06)

Notes on Accounts 17

The Schedules referred to above and the Statement on Significant Accounting Polices form an integral part of the Profit & Loss Account

As per our report of event date attached

For R. Ravindran & AssociatesFor and on behalf of the Board Chartered Accountants

Firm Registration No. 003222SSd/- Sd/- Sd/- Sd/-


M. No. 023829Chennai, May 30, 2011


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CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011

PARTICULARSYEAR ENDED YEAR ENDED

31.03.2011 31.03.2010(Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIESNet Profit before Tax (6 03 89 033) (2 79 31 399)Adjustment for Depreciation 21 11 636 29 98 992Amortisation of Goodwill 4 78 90 516 4 78 90 514Provision for Taxation (9 79 326) (65 50 000)Exchange Fluctuation Loss 12 11 110Interest / Finance Charges 82 13 283 64 85 305

Operating Profit Before Working Capital Changes ( 19 41 813) 2 28 93 413Trade and other receivables (2 94 06 451) (4 15 09 803)Loans & Advances 3 18 45 017 27 92 461Trade payables (25 40 333) 56 96 193

Cash Generated From Operations (20 43 579) (1 01 27 737)Interest and Financial charges paid (82 13 283) (64 85 305)

Net cash from Operating Activities (102 56 863) (1 66 13 042)B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (20 440) (5 23 445)Investment (21 20 80 000)

Net cash used in Investing Activities (20 440) (21 26 03 445)C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Share Capital 21 20 80 000Proceeds from Long Term Borrowings 61 57 654 62 51 890

Net Cash used in Financing Activities 61 57 654 21 83 31 890Net Increase/(Decrease) in Cash & Cash equivalents (A+B+C) (41 19 649) (1 08 84 597)

At the beginning of the year 1 54 76 624 2 63 61 221At the end of the year 1 13 56 975 1 54 76 624

(41 19 649) (1 08 84 597)

We have audited the above Cash Flow Statement of Kaashyap Technologies Limited derived from the audited annualaccounts for the year ended March 31, 2011 and found the same to be drawn in accordance therewith and also with therequirements of Clause 32 of the Listing Agreement.

For and on behalf of the Board For R. Ravindran & AssociatesChartered Accountants

Firm Registration No. 003222SSd/- Sd/- Sd/- Sd/-


M. No. 023289Chennai, May 30, 2011


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SCHEDULES FORMING PART OF THE ACCOUNTS

PARTICULARSAS AT

31.03.2011AS AT

31.03.2010(Rs.) (Rs.)

SCHEDULE - 1SHARE CAPITALAuthorised Share Capital

90 00 00 000 Equity Shares of Re. 1 each 90 00 00 000 90 00 00 0009 90 000 11% Redeemable Preference Shares of Rs. 100 each 9 90 00 000 9 90 00 000

10 000 15% Cumulative Redeemable Preference Shares 10 00 000 10 00 000of Rs. 100 each

100 00 00 000 100 00 00 000

Issued, Subscribed and Paid-up Share Capital65 72 74 908 Equity Shares of Re. 1 each fully paid-up 65 72 74 908 65 72 74 908

4 00 000 11% Redeemable Preference Shares of Rs.100 each 4 00 00 000 4 00 00 0005 570 15% Cumulative Redeemable Preference Shares of Rs.100 each 5 57 000 5 57 000

69 78 31 908 69 78 31 908

SCHEDULE - 2RESERVES & SURPLUS

Share Premium Account 69 45 83 162 69 45 83 162Capital Reserve 2 00 00 000 2 00 00 000Profit & Loss Account (11 03 31 691) (4 89 63 333)

60 42 51 471 66 56 19 829

SCHEDULE - 3SECURED LOANS

Hire Purchase loan from Bank 7 46 291 12 82 791Loan from Bank 5 00 00 000 5 00 00 000Loan from Others 2 00 00 000 2 00 00 000

7 07 46 291 7 12 82 791

SCHEDULE - 4UNSECURED LOANS

Loan from Others 4 68 18 344 4 01 24 190

4 68 18 344 4 01 24 190

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KAASHYAP TECHNOLOGIES LIMITEDRegd. Office : No.33/8, B. R. Complex, II Floor, C. P. Ramasamy Road, Alwarpet, Chennai - 600 018.


SCHEDULE 5 - FIXED ASSETS (Rs.)

Description

Gross Block Depreciation Block Net Block

Cost as on01.04.2010

Additionsduring

the year

Deletionsduring

the yearCost as on21.03.2011

Dep. upto01.04.2010

Dep. for theyear

Deletionsduring the

yearDep. upto

31.03.2011As on

31.03.2011As on

31.03.2010

Computer & Software 12229830 12229830 9248407 1192554 10440961 1788868 2981422

Furniture & Fixtures 3997672 10000 4007672 2392022 291999 2684020 1323652 1605650

Vehicles 2551246 2551246 1037287 391964 1429251 1121995 1513959

Air Conditioners 888800 888800 363624 95057 458681 430119 525176

Office Equipments 671923 10440 682363 229502 81496 310999 371364 442421

Plant & Machinery 496662 496662 173086 58566 231652 265010 323576

Goodwill 239452572 239452572 47890514 47890514 95781029 143671543 191562058

Total 260288705 20440 0 260309145 61334443 50002150 0 111336593 148972551 198954262

Acquisition of Business &Products (In Progress) 237200000 237200000 237200000 237200000

Grand Total 497488705 20440 497509145 61334443 50002150 111336593 386172551 436154262

Previous Year 497311034 966367 788696 497488705 10790711 50889506 345774 61334443 436154262 486520323

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KAASHYAP TECHNOLOGIES LIMITEDRegd. Office: 33/8, B.R. Complex, II Floor, C. P. Ramasamy Road,

Alwarpet, Chennai - 600 018.


PARTICULARSAS AT

31.03.2011AS AT

31.03.2010(Rs.) (Rs.)

SCHEDULE - 6INVESTMENTS - Unquoted at Cost

Kaashyap Interserve Tech. Ltd. 13 16 51 544 13 16 51 544Kaashyap Infra Developers Limited 5 00 00 000 5 00 00 000Logistics Solutions Inc, USA 21 20 80 000 21 20 80 000Space Hospitals Limited 17 50 00 000 17 50 00 000

56 87 31 544 56 87 31 544

SCHEDULE - 7SUNDRY DEBTORS

Debts Outstanding for a period exceeding six months Unsecured 15 90 66 348 11 78 40 160Considered good 18 26 71 046 19 57 01 893

34 17 37 394 31 35 42 053

SCHEDULE - 8CASH & BANK BALANCE

Cash in hand 12 166 30 159Cash at Bank - in Current accounts (30 316) 9 90 901Cash at Bank - in Overseas accounts 1 13 75 125 1 44 55 564

1 13 56 975 1 54 76 624

SCHEDULE - 9LOANS & ADVANCES

Unsecured, Considered goodAdvances recoverable in Cash or in kind or value to be received 6 87 17 349 6 93 79 015Other Advances 9 52 29 212 10 78 41 599

16 39 46 561 17 72 20 614

SCHEDULE - 10CURRENT LIABILITIES

Creditors for Expenses 1 93 57 144 1 91 61 465Deposits 1 72 00 107 2 10 28 885

3 65 57 250 4 01 90 350


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KAASHYAP TECHNOLOGIES LIMITED

Regd. Office: 33/8, B.R. Complex, II Floor, C. P. Ramasamy Road, Alwarpet, Chennai - 600 018.


PARTICULARSYEAR ENDED31.03.2011


(Rs.) (Rs.)

SCHEDULE – 11INCOME FROM OPERATIONS

Software Development & Consultancy 18 87 97 959 42 68 72 810

18 87 97 959 42 68 72 810

SCHEDULE - 12OTHER INCOME

Consultancy Fees Received 3 48 500Miscellaneous Income 14 94 500 2 65 059Profit on Sale of Fixed Assets 90 850

14 94 500 7 04 409

SCHEDULE - 13EMPLOYEE COST

Staff compensation, Statutory & Other Benefits 16 42 86 742 35 46 97 247Staff Welfare, Training etc. 1 79 399 2 61 205Stipend 4 13 824 22 39 295

16 48 79 965 35 71 97 747

SCHEDULE - 14INTEREST & FINANCIAL CHARGES

Interest and Financial Charges 77 77 422 60 17 844Bank Charges 4 35 862 4 67 461

82 13 283 64 85 305

SCHEDULE - 15ADMINISTRATIVE & OTHER EXPENSES

Audit Remuneration 1 40 000 1 40 000AGM / EGM Expenses 28 793Advertisement Expenses 1 99 762 45 750Bad Debts Written Off 8 92 441 84 74 016GDR Issue Expenses 49 68 128Other Administrative Expenses 48 078 1 48 399Travelling & Conveyance 21 41 810 27 29 471Professional & Consultancy Charges 9 98 389 71 17 162Electricity Charges 42 346 71 732


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(Rs.) (Rs.)

SCHEDULE - 15 (Contd…)

Communication Expenses 10 36 286 16 66 633Printing & Stationery 92 969 9 61 894Miscellaneous Expenses 1 98 111 13 00 524Vehicle Insurance 12 867 63 857Petrol & Vehicle Maintenance 11 13 499 23 36 322Legal Fees & Expenses 90 000 8 36 030Listing & Other Fees 10 00 805 17 17 794Repairs & Maintenance 5 49 649 9 24 888Rent, Rates & Taxes 30 89 018 60 11 914Books & Periodicals 40 086 2 26 008Exchange Fluctuations 12 11 110Postage & Courier 98 738 3 08 110

1 29 95 963 4 00 77 426

SCHEDULE - 16SELLING & MARKETING EXPENSES

Business Promotion Expenses 1 85 630 8 58 633

1 85 630 8 58 633

ADMINISTRATIVE & OTHER EXPENSES


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SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS

SCHEDULE-17

Notes to the Balance Sheet as at March 31, 2011 and Profit and Loss Account for the year ended on that date.

Significant Accounting Policies and Notes to Accounts

A. Significant Accounting Policies.

a) Fundamental Accounting Assumptions

The Financial statements of the Company are prepared under the historical cost convention on going concern basis inaccordance with generally accepted accounting principles applicable in India. The said financial statements complywith the relevant provisions of the Companies Act and applicable Accounting Standards issued by ICAI.

b) Method of Accounting

The company generally follows the mercantile system of accounting and recognizes income and expenditure onaccrual basis.

c) Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affects thereported amount of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statementsand the reported amount of revenues and expenses during the reported period. Actual results differ from Estimates.Adjustment as a result of difference between actual and estimates are made prospectively in the period in whichresults are known /dematerialized.

d) Fixed / Intangible Assets and Depreciation

a) Fixed assets are stated at their original cost of acquisition including taxes, freight and other incidental expensesrelated to acquisition and installation of the concerned assets less depreciation till date.

b) Fixed assets are retired from active use or held for disposal are stated at lower of their net book value and netrealizable value and are shown separately in the financial statements. Any profit or losses arising on disposal aregenerally recognised in profit and loss account.

c) Goodwill arising on acquisition of the division at foreign country is stated at cost and it is amortised over five yearsbeing the useful life of the business undertaken.

d) Depreciation on Fixed Assets is provided on written down value method at the rates prescribed in Schedule XIV ofthe Companies Act, 1956 on monthly pro rata basis.

e) Individual assets costing less than Rs. 5000/- are provided at 100% depreciation in the year of acquisition.

e) Inventory

The company deals with software development business. The company does not carry any inventory of finished goodof software except Work-in-progress as on the balance sheet date.


19 | P a g e

Work-in-progress is valued at the cumulative cost of expenses incurred pertaining to the project

f) Revenue Recognition

The Company derives income from rendering services and the revenue has been recognised as follows:

a) Revenue from Software Education services are recognised in full, on accrual basis, upon registration for the courses.

b) Revenue from Consultancy services are recognised in full, on accrual basis upon completion of services.

g) Investments

All Investments, being long term in nature, are stated at cost.

h) Retirement Benefits

Retirement benefits in the form of provident fund is a defined contribution scheme, is charged to profit and lossaccount of the year, when the contribution to the respective fund accrues.

Gratuity and Leave Encashment benefits pertaining to Indian operations are charged in the profit and loss account onthe basis of actuarial valuation.

i) Borrowing Cost

Borrowing Cost directly attributable to the acquisition or construction of qualifying assets capitalised. Other borrowingcosts are recognised as expenses in the period in which they are incurred.

j) Lease

The company has taken office premises on lease under cancellable operating lease agreements that are renewable onperiodic basis at the option of lessor and lessee. Payments in the form of rental advances are grouped under loansand advances and monthly rentals are charged to profit and loss account.

k) Taxes on Income

Provision for income tax is made on the taxable income for the year at current rates. Tax expense comprises of currenttax, fringe benefit tax and deferred tax at the applicable enacted or substantively enacted rates. Current taxrepresents the amount of income tax payable for the reporting period.

Deferred tax represents the effect of timing difference between taxable income and accounting income for thereporting period that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred tax assets is recognized and carried forward only to the extent that there is a reasonable certainty that theassets will be realized in future. However, where there is unabsorbed depreciation or carried forward loss undertaxation laws, deferred tax assets are recognized only if there is virtual certainty of realization of assets.


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l) Interim Financial Reporting

The company has adopted same accounting policies in preparation of interim financial statements as they followed inpreparation of annual financial statements.

m) Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when there is a present obligation as a result of past vents and it is probable that an outflowof resources will be required to settle the obligations, in respect of which a reliable estimate can be made. Provisionsare not discounted to its present value and are determined based on best estimate required to settle the obligationat the balance sheet date. These are reviewed at each balance sheet and adjusted to reflect the current bestestimates.

Contingent Liability is disclosed for possible obligation which will be confirmed only by future events not whollywithin the control of the company (or) Present obligation arising from past events where it is not probable that anoutflow of resources will be required to settle the obligation or reliable estimate of the amount of obligation cannotbe made.

Contingent asset not recognized in the financial statements since this may result in the recognition of income thatmay never be realized.

B. NOTES ON ACCOUNTS:

1. Accounting Period

The period of accounts under review is of 12 months ended March 31, 2011

2. Investments

Long Term Investments are stated at cost. Provision for diminution in the value of long term investments is not chargedin the profit and loss account to recognize such decline other than temporary in investment value.

Investment in companies Relationship No. of shares Cost price Value ofinvestments

(In Rs.)

Kaashyap Infra Developers Limited Group Company / Sisterconcern

50,00,000 10.00 5,00,00,000

Kaashyap Interserve Technologies Limited Group company 29,96,848 43.93 13,16,51,544

Space Hospitals Limited Subsidiary 7,00,00,000 2.50 17,50,00,000

Logistics Inc USA Division 21,20,80,000

3. Related Parties

As per the Accounting standards (AS 18) “Related Party Disclosure” as referred to in Accounting Standard Rules, thedisclosure of transactions with the related parties as defined therein is given below:


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Related Party DirectorRelationship with

reportingenterprises

Nature ofTransactions

GV Films Ltd A. Venkatramani Managing Director Loan Borrowed

Eyelight Events & Promotions (India) Pvt. Ltd. A. Venkatramani Director Loan Borrowed

Space Computer and Systems Limited R. Gopalan Director Loan Borrowed

Space Hospitals Ltd. (Subsidiary) Usha VenkatramaniWife of ManagingDirector

Loan Borrowed

Paradigm Shift Consultancy Services Pvt. Ltd. Usha Venkatramani Wife of ManagingDirector

Loan Borrowed

Paradigm Shift Educational Services Pvt. Ltd.(Formerly known as Eyelight HR Solutions Pvt.Ltd.)

Usha Venkatramani Wife of ManagingDirector

Loan Borrowed

Space Hospitals Limited - SubsidiaryTransactions during the year with related parties / Subsidiary (Rs.)

ParticularsOpeningBalance

AmountPaid

AmountReceived

ClosingBalance

GV Films Ltd 56,32,097 Nil Nil 56,32,097

Space Computer & Systems Ltd (11,12,440) 9,13,161 30,00,000 (31,99,279)

Paradigm Shift ConsultancyServices Pvt Ltd

97,000 97,000 1,42,60,150

Eyelight Events & Promotions(India) Pvt Ltd

67,96,136 6,05,000 93,61,000 (19,59,864)

Space Hospitals Ltd 1,50,39,273 18,42,040 2,09,261 1,66,72,052

Paradigm Shift EducationalServices Pvt Ltd 25,75,000 Nil 6,53,000 19,22,000

4. Earnings per shareBasic EPS

(Rs.)

Particulars 31.03.2011 31.03.2010

Net profit/loss attributable to the shareholders (6,03,89,033) (3,44,81,399)

Weighted average outstanding number of shares 65,72,74,908 55,12,34,908

Basic EPS (0.09) (0.06)

5. Taxes on IncomeDeferred tax liability / Assets

(Rs.)

Particulars 31.03.2011 31.03.2010

Depreciation as per Companies Act 21,11,636 29,98,992

Depreciation as per Income Tax Act 12,49,842 21,20,316

Timing Difference 8,61,794 8,78,676

Deferred Tax Asset Nil Nil

As a matter of prudence, the company has not considered the deferred tax assets in its books.


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6. Audit Fees(Rs.)

Particulars 2010-2011 2009-2010

Statutory Audit 1,00,000 1,00,000

Tax Audit 30,000 30,000

Certification & other matters 10,000 10,000

Total 1,40,000 75,000

7. Remuneration to Managing Director Mr. A. Venkatramani

In the absence of profits, Managerial remuneration is computed with reference to schedule XIII of the CompaniesAct.

(Rs.)

Paid up share capital (excluding share application money) 69 78 31 908Share Premium 69 45 83 162Reserves & Surplus 2 00 00 000Long term loan 7 07 46 791Deposits repayable after one year 4 01 24 190

Total 150 38 22 051

Less: Investments 56 87 31 544Accumulated Loss not written off 4 89 63 333Preliminary expenses not written off -

Total 61 76 94 877

Effective Capital 88 79 48 756

The effective capital of the company lies within the limit of Rs. 50 crores or more but less than Rs. 100 crores. Thepermissible Managerial remuneration is Rs. 21,00,000/- or Rs. 1,75,000/- per month.

Managerial Remuneration Paid(Rs.)

Particulars 2010-2011 2009-2010

Salary 15,05,640 15,05,640

Perquisites 2,85,000 2,85,000

Contribution to PF 9,360 9,360

Managerial Remuneration Charged toProfit and Loss account

18,00,000 18,00,000

8. Business Segments

The Company has two geographical segments as under


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Segment Capital Employed

(Rs.)

Turnover

(Rs.)

Profit/ (Loss)

(Rs.)

India 35,27,91,908 Nil (7,82,84,788)

USA 34,50,40,000 19,02,92,459 1,69,16,430

Total 69,78,31,908 19,02,92,459 (6,13,68,358)

9. Contingent Liability

The company has a pending case regarding dues to Axis Bank Limited at DRT, the amount payable to the bank isunascertainable at this point of time.

The company has received a show cause notice from the service tax department. The estimation of liability as per thenotice received is Rs. 140 Lakhs and the Service Tax Liability of amounts to Rs.79 Lakhs.

10. Disclosures under Listing Agreement

As required by the amendment to Clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of 10thJanuary,2003, the following disclosure has been made.

Loans and advances:

i) Loan to Subsidiaries: Space Hospitals Limited : Rs. 1,37,76,911

ii) Loan to Associates : NIL

iii) Non-charging of interest :

GV Films Limited : Rs. 56,32,097

iv) Loan to Firms / Companies in whichdirectors are interested : Refer Point 3 of Notes to

Accounts

11. Management Assertions

No amount is due to Small Scale Ancillary Industrial Undertakings.

Debit and Credit balances are subject to confirmation or reconciliation.

Expenditure incurred on employees in receipt of remuneration of not less than Rs.24 lakhs per annum, whereemployed throughout the period or not less than Rs.2 lakh per month, where employed for a part of the period isNIL.

12. Additional Information pursuant to Part II of Schedule VI of the Companies Act, 1956:

The company had not undertaken any trading in goods in this year. Hence, providing quantitative particulars does notarise.

13. Figures have been rounded off to the nearest rupee.


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14. Previous year figures have been regrouped / reclassified wherever considered necessary.

Signature to Schedules 1 to 17

As per our attached Report of even dateFor and on behalf of the Board For R. Ravindran & Associates

Chartered AccountantsFirm Registration No. 003222S

Sd/- Sd/- Sd/- Sd/-A. Venkatramani A. Ganesan S. Thiruvengadam R. Ravindran

Chairman & Managing Director Director Director ProprietorM. No. 023829

Chennai, May 30, 2011


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REPORT ON CORPORATE GOVERNANCE

The Company submits its report on the matters mentioned in Clause 49 of the Listing Agreement with the StockExchanges as follows

COMPANY’S PHILOSOPHY ON CODE OF GOVERNANCE

Kaashyap Technologies Limited (KTL) philosophy on corporate governance envisages the attainment of the highest levelsof transparency, accountability and equity, in all facets of its operations, and in all its interactions with its stakeholders,including shareholders, employees, the government and lenders.

KTL is committed to achieving the highest standards of corporate governance.

KTL believes that all its operations and actions must serve the underlying goal of enhancing overall shareholder value,over a sustained period of time.

BOARD OF DIRECTORS

Total strength of the board on the date of this report is five. The names and date of appointment / resignation of theDirectors on the board, their attendance at the Board Meetings held during the year and number of directorship andCommittee Chairmanship / Memberships held by them in other companies is given below. Other directorships do notinclude alternate directorships, directorships of private limited companies and companies incorporated outside India.Chairmanship / Membership of Board Committees include only Audit and Shareholders / Investors Grievancecommittees.

Name and Designation Date ofAppointment /

Resignation

No. of Board Meetings Whetherattended lastAGM held on27.09.2010

No. ofdirectorship

in othercompanies

No. of committeeposition is held in

other Publiccompanies

Held Attended Chairman Member

Mr. A. Venkatramani,Chairman & ManagingDirector

21.05.1997 05 05 Yes 2 - 2

Mr. A. Ganesan,Non-executive Director

30.10.1999 05 05 Yes - - -

Mr. Raghu TandraNon-executive Director

27.10.1998 05 05 No - - -

Mr. R. GopalanIndependent Director

04.10.2007 05 05 Yes 3 - 2

Mr. S. Thiruvengadam*Independent Director

25.02.2009 05 05 Yes - - -

Among other things, key matters like periodic financial results, acquisition, joint ventures, capital/ operating budgets ,funding/ comments of statutory , internal and other auditors , risk management , internal controls , issue of capital andother resources mobilization efforts are brought to the Board. The Board also regularly deliberates on the Company’sposition in the Indian and global IT scenario and adopt and approves the strategy for medium and long term growth.


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The schedule of the Board Meeting for the ensuing financial year has been decided in advance, during last financial year,the Board met four times on May 15, 2010, August 14, 2010, September 3, 3010, November 12, 2010 and February 14,2011.

The Agenda for the Board Meetings are drafted by the Managing Director, in consultation with the Chairman of theBoard, as the case may be, the Agenda, along with all information, including statutory information, relevant to thematters to be discussed is always sent well in advance to the Directors. The members of the Board can also suggest anyAgenda item to the Chairman, which is taken as any other item after the circulated items. Detailed Presentations aremade at the Board Meetings by the managing Director on various strategic and operational issues.

None of the Non-Executive Directors have any material pecuniary relationship or transactions with the Company

COMMITTEES:

Currently, the Board has three Committees, viz.

a. Audit Committeeb. Remuneration / Compensation Committeec. Shareholders’/ Investors’ Grievances Committee

Normally, the Committees meet four times a year. The Quorum for the meeting is either two directors or one third of theMembers of the Committee, whichever is higher

a. Audit Committee:

Brief description of terms of reference

The Audit Committee reviews, acts and reports to the Board of Directors with respect:

Overseeing the Company’s financial reporting process and Discloser of its financial information to ensure that thefinancial statements are correct, sufficient and creditable;

Recommending the appointment / removal of Statutory Auditor(s) & Internal Auditor(s), Fix the Audit fee alsoapprove the payment for any other services;

reviewing with the Management, the quarterly financial statement before submission to the board;

reviewing the adequacy of internal audit function, reporting structure, coverage and frequency of internal audit;

reviewing the findings of any internal investigations by the internal auditors into matters where is suspected fraudor irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

discussion with Statutory Auditors, before the audit commences, about the nature and scope of audit as well as postaudit discussion to ascertain any area of concern;

reviewing the Company’s financial and risk management policies;

reviewing the functioning of the Whistle Blower mechanism;

Composition of the Audit Committee as on the date of this report and details of meetings attended by the membersduring the year 2010-11 are given below:


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Name Designation No. of Meetings

Held Attended

Mr. R. Gopalan Chairman 4 3

Mr. A. Ganesan Member 4 4

Mr. S. Thiruvengadam Member 4 2

All the members including the chairman have adequate financial and accounting Knowledge.

During the year 2010-11, the committee met four times on April 25, 2010, August 10, 2010, November 07, 2010 andJanuary 10, 2011. The time gap between the meetings is less than four months.

b. Remuneration / Compensation Committee:

The Remuneration committee was set up to evaluate compensation and benefits for Executive Directors and to framepolicies and systems.

Composition of the committee on the date of this report and details of meetings attended by the members during theyear 2010-11 are given below:


Held Attended

Mr. A. Ganesan Chairman 2 2

Mr. R. Gopalan Member 2 1

Mr. S. Thiruvengadam Member 2 1

During the year 2010-11, the committee met two times on August 13, 2010 and March 20, 2011.

The Company pays remuneration by way of salary, perquisites and allowance (Fixed Components) and commission toManaging Director. Annual increments effective 1st April each year, as recommended by the Remuneration Committee,are recommended by the Board. The ceiling on perquisites as percentage of salary, is fixed by the Board, within theprescribed ceiling, the perquisites package is approved by the Remuneration Committee.

Details of remuneration for 2010-11:

Name Salary Perquisites & Allowance Commission Stock option

Mr. A. Venkatramani(Managing Director)

Rs.9,00,000 Rs. 8,90,640 Nil Nil

No remuneration was paid to other directors and as the sitting fees has been waived by all directors with their fullconsent; it was not paid to any director of the Company.

c. Shareholders’ / Investors’ Grievance Committee:

This committee is constituted by the Board to look into matters to investors’ servicing and to redress the grievance ofthe investors.

Brief description of terms of reference:


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allot to the applicants, shares and other securities issued by the Company from time including allotment underEmployer Stock Option Scheme;

approve registration of transfer of shares and other securities issued and that may be issued from time to time;and approve or reject application for transfer of shares certified to the shareholders;

approve / reject applications for re-materialisation, subdivision, consolidation, transposition and thereupon issueshare certificates to the shareholders;

lay down suitable procedures and approve issue of duplicate certificates of shares and other securities;

decide the stock exchange(s) / depository(ies) in India or abroad, on which shares or other securities issued by theCompany are to be listed or delisted including offering/issuing such shares / securities through depositories;

fix record date and determine closure of Register of Members and Transfer Books for the purpose of payment ofdividend, interest, issue of rights / bonus shares or for such other purpose as Committee might deem fit;

redressal of shareholders and investors complaints such as transfer of shares, non-receipt of Annual Reports, non-receipt of dividend declared etc.;

report to the Board about important developments in the area of servicing of shareholders and

take initiatives for better servicing of the shareholders.

Composition of the committee on the date of this report and details of meetings attended by the members during theyear 2009-10 are given below


Held Attended

Mr. S. Thiruvengadam Chairman 3 1

Mr. A. Ganesan Member 3 2

Mr. R. Gopalan Member 3 1

Majority of the Members are Non-Executive and Independent Directors and Mr. S. Thiruvengadam was appointed as acompliance officer of the committee.

During the year 2010-11, the committee met three times on May 10, 2010, October 05, 2010 and February 15, 2011.

During the financial year, there were 2 complaints received from the shareholders as grievance and the same weresuccessfully redressed within 3 days of receipt of each complaint. There is no requests for transfer of shares and fordematerialization were pending for approval as on March 31, 2011, which were subsequently taken up for transfer anddematerialization.

GENERAL MEETINGS:

Details of the Annual General Meetings (AGMs) held in the last three years.

Financial Year Date Time Special resolution passed

2007 – 08 June 11, 2008(10th AGM)

12.15 P.M Issue of Equity shares on a preferential basis in order toinvest in the stake of Space Hospitals Limited.

Capitalisation of profits / reserves and issue of Bonusshares.

2008-09 December 07, 2009(11th AGM)

12.30 P.M Re-appointment of Managing Director

2009-10 September 27, 2010(12th AGM)

11.30 A.M. - NA-


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The 10th and 11th Annual General Meetings were held at New Woodlands Hotel (P) Ltd, 72-75, Dr. Radhakrishna SalaiMylapore, Chennai - 600 004 and 12th Annual General Meeting was held at Shri Rajasthani Jain Samaj, Dr. C.L. MethaHall, New No.131 (Old No.66), Sir Thyagaraya Road, T. Nagar, Chennai – 600 017. The Resolutions were passed by showof hands at the above Annual General Meetings and none of the Resolutions were passed by way of poll.

Details of Extra-ordinary General Meeting (EGM) held in last three years.

Year Date Time Special resolution passed

2007-08 July 19, 2007 11.00 A.M Issue of Equity shares of the Company on preferential basis. Issue of Warrants convertible into Equity

2007-08 March 3,2008 12.15 P.M Issue of GDR/ADR/FCCB Alteration of Articles of Association. Issue of Equity shares under Employees Stock Option Scheme

(ESOS) or Employees Stock Purchase Scheme (ESPS) to theemployees of the Company.

Issue of Equity shares under Employees Stock purchase Scheme(ESPS) to the employees of the subsidiary Company.

2008-09 December 8, 2008 12.15 P.M Approval to issue GDRs/ FCCBs upto 30 million US$

2009-10 April 12, 2010 12.15 P.M. Considered and approved for annulment of earlier resolutionspassed at the Annual General Meeting held on September 13, 2002to increase Authorised Share Capital from Rs. 70 crores to Rs. 100Crores and consequent amendment to the Memorandum ofAssociation and Articles of Association of the Company.

The above Extra-ordinary General Meetings were held at New Woodlands Hotel (P) Ltd, 72-75, Dr. Radhakrishna SalaiMylapore, Chennai – 600 004. The Resolutions were passed by show of hands at the above Extra-ordinary GeneralMeetings and none of the Resolutions were passed by way of poll.

DISCLOSURE:

Disclosure Requirements

a) Management Discussion and Analysis Report:

The detailed Management Discussion and Analysis Report are given separately in the Annual Report.

b) Disclosure relating to material and commercial transactions having a potential conflict of interest:

During the year 2010-11, there were no material and commercial transactions, having a potential conflict of interestentered into by the Company with the Directors or Members of the Management.

c) Details of non-compliance, penalties etc.:

The Company was not subject to any non compliance and no penalties or strictures were imposed on the Companyby Stock, SEBI or any statutory or other authority on any matters relating to capital markets, during the last threeyears.


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d) Whistle Blower Policy:

The Company has been consistently adopting professional and transparent policies and practices in accordance withthe global standards of best practices and governance. As a part of implementing the global best practices, theCompany has put in place a Whistle Blower Policy to enable the employees to participate in fostering transparentpractices in the organisation. The Policy is put up on the Knowledge Management Portal of the Company, which is aninternal portal for the employees.

Under the Policy, employees are free to communicate any matters of concern in areas of accounts, finance,management, operations, employment and other affairs of the Company and its subsidiaries and discuss the same interms of this policy.

Since the date of the Policy, no employee has been denied access to the Audit Committee.

e) Details of Compliance with mandatory requirements and adoption of non-mandatory requirements:

The Company has complied with all the mandatory requirements.

The Company’s status of Compliance with the non-mandatory requirements is given below:

1. The Board:

As our Chairman is an Executive Director, the Company maintains an office for him at the Corporate Office.

2. Remuneration Committee:

The Company has a Board Governance Committee, which also functions as the Remuneration Committee. Thedetails of the same are given elsewhere in the report.

3. Shareholder Rights:

The quarterly and half yearly declaration of the financial performance are posted on the website of the Companyand are also sent to the stock exchanges, where the shares of the Company are listed.

4. Audit Qualifications:The Company’s financial statements are unqualified.

5. Training of Board Members:

New Directors, on being inducted to the Board, are familiarized with the Company’s Corporate Profile, theCorporate Governance Code, Code of Conduct for Directors and Senior Management, Insider Trading Code and theCompany’s policy for Unfair Trading Practices in Securities.

6. Mechanism for evaluating the performance of Non-Executive Directors:

The Board evaluates the performance of the Non-Executive Directors every year.

7. Whistle Blower Policy:

The Company has laid down a Whistle Blower Policy, the details of which are given elsewhere in the report.


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8. Secretarial Audit:

A qualified Practicing Company Secretary carried out a secretarial audit to reconcile the total admitted capital withNational Securities Depository limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the totalissued and listed Capital. The audit confirms that the total issued / paid up capital is in agreement with the totalnumber of shares in physical form and the total number of dematerialised shares held with NSDL and CDSL.

MEANS OF COMMUNICATION:

The Half-yearly and Quarterly results are normally published in the Trinity Mirror and Makkal Kural. All materialinformation about the Company is promptly sent through fax to the concerned stock exchanges wherein the Company’sShares are listed. Besides, these are all given to press for information of the Public at large. Moreover, Companydisseminates information through press meets and analyst meets. The above results are also hosted on the Companywebsite www.kaashyap.com

GENERAL SHAREHOLDER INFORMATION:

Sl.No.

Particulars Description

1. Financial Year April 1, 2010 – March 31,2011

2. Book closure date September 24, 2011 to September 29, 2011

3. Listed Stock Exchanges Madras Stock Exchange Limited, ChennaiBombay Stock Exchange Limited, Mumbai(Application along with all necessary papers filed for delisting ofscrip from Calcutta Stock Exchange Association Ltd., Kolkata &Hyderabad Stock Exchange Ltd., Hyderabad)

4. Registrar and Transfer Agents (sharetransfer and communicationregarding share certificates andchange of address)

Knack Corporate Services Private Ltd.Unit : Kaashyap Technologies Limited17/9, Thiruvengadam Street,Mandaveli, Chennai - 600 028.Tel / Fax: (044) 42303383E-mail: [email protected], Website: www.knackcorp.com

5. Share Transfer System Presently, the share transfers which are received in physical formare processed and the share certificates returned within a periodof 15 days from the date of receipt, subject to the documentsbeing valid and complete in all respects.

The Company’s shares are compulsorily traded in dematerializedform and are available for trading on both the depositories inIndia viz., NSDL and CDSL. Equity shares of the Companyrepresenting 99% of the Company’ share capital aredematerialized as on March 31, 2011

6. Dividend Payment Date No dividend declared.

7. Stock Code in BSE 532283

8. Market Price Data Annexed.

9. Address for Correspondence 33/8, B. R. Complex, II Floor, C. P. Ramasamy Road,Alwarpet, Chennai – 600 018.

10. ISIN INE397B01028

11. AGM 13th Annual General Meeting


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Sl.No.

Particulars Description

12. Quarterly Results (Tentative)For the First Quarter ending June 30,2011.

August 12, 2011

For the Second Quarter endingSeptember 30, 2011.

November 14, 2011

For the Third Quarter endingDecember 31, 2011.

First Week of January 2012

For the Fourth Quarter ending March31, 2012.

First Week of May 2012

13. Dematerialization of Shares About 99% of the outstanding shares have been dematerializedas on 31st March 2011.

14. Any query on Annual Report Kaashyap Technologies LimitedSecretarial DepartmentNo. 33/8, B. R. Complex, II Floor, C. P. Ramasamy Road,Alwarpet, Chennai – 600 018.Tel : 044-43442000, Fax No. 044-43442016Email: [email protected]

15. Investor Correspondence Knack Corporate Services Private LimitedUnit : Kaashyap Technologies Limited17/9, Thiruvengadam Street, Mandaveli, Chennai - 600 028.Tel : (044) 42303383, Fax No. (044) 42303383.Email : [email protected], Website : www.knackcorp.com

STOCK MARKET DATA:

MonthBombay Stock Exchange Ltd.

High (Rs.) Low (Rs.)

April 2010 0.67 0.57

May 2010 0.63 0.53

June 2010 0.57 0.51

July 2010 0.70 0.53

August 2010 0.75 0.53

September 2010 0.66 0.52

October 2010 0.59 0.47

November 2010 0.51 0.39

December 2010 0.50 0.41

January 2011 0.47 0.35

February 2011 0.40 0.30

March 2011 0.36 0.30

There was no trading at Madras Stock Exchange Limited.


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DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2011:

ShareholdingPattern

Shareholders Share Amount

Numbers Percentage tototal

Rupees Percentage tototal

Up to 500 61417 80.36 80748902 12.29

501-1,000 7412 9.70 53646946 8.16

1,001-2,000 4053 5.30 56429192 8.59

2,001-3,000 1394 1.82 35013917 5.33

3,001-4,000 508 0.67 17788469 2.71

4,001-5,000 409 0.54 19221008 2.92

5,001-10,000 704 0.92 50675519 7.71

10,001 and above 527 0.69 343750955 52.30

Total 76954 100.00 657274908 100.00

DEMATERIALISATION OF SHARES:

The trading in the Company’s equity shares on the stock exchanges are compulsorily in dematerialised form and areavailable for dematerialization with both National Securities Depository Limited (NSDL) and Central Depository ServicesLimited (CDSL). As on March 31, 2011, out of total 657,274,908 equity shares of the company 650,676,386 equity sharesrepresenting 99% of total shares have been dematerialized. The detailed break-up of shares as on March 31, 2011 is asfollows:

Particulars No. of equity shares Percentage

CDSL 17,42,41,807 26.51

NSDL 47,64,34,579 72.49

Physical 65,98,522 1.00

Total 65,72,74,908 100.00


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STATEMENT SHOWING SHAREHOLDING PATTERN

Scrip Code: 532283 Quarter Ended: March 31, 2011

Categorycode

Category ofShareholder

Numberof

Shareholders

Totalnumber

of shares

Number ofshares held indematerialized

form

Total shareholdingas a percentage of

total number ofshares

Shares Pledged orotherwise

encumbered

As apercentageof (A+B)

1

As apercentageof (A+B+C)

Number ofshares

As apercentage

(A) Shareholding of Promoterand Promoter Group

2

1 Indian

(a) Individuals/ Hindu UndividedFamily

2 5852542 2072699 0.89 0.89 2072699 35.42

(b) Central Government/ StateGovernment(s)

0.00 0.00

(c) Bodies Corporate 0.00 0.00

(d) Financial Institutions/ Banks 0.00 0.00

(e) Any Others(Specify) 0.00 0.00

Sub Total(A)(1) 2 5852542 2072699 0.89 0.89 2072699 35.42

2 Foreign

a Individuals (Non-ResidentsIndividuals/Foreign Individuals)

0.00 0.00

b Bodies Corporate 0.00 0.00

c Institutions 0.00 0.00

d Any Others(Specify) 0.00 0.00

Sub Total(A)(2) 0 0 0 0.00 0.00 0.00

Total Shareholding ofPromoter and Promoter Group(A)= (A)(1)+(A)(2)

2 5852542 2072699 0.89 0.89 2072699 35.42

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 3 8050 0 0.00 0.00

(b) Financial Institutions/ Banks 6 27816 27816 0.00 0.00

(c) Central Government/State Government(s)

0.00 0.00

(d) Venture Capital Funds 0.00 0.00

(e) Insurance Companies 0.00 0.00

(f) Foreign Institutional Investors 2 188561392 188558212 28.69 28.69

(g) Foreign Venture CapitalInvestors

0.00 0.00

(h) Any Other (specify) 0.00 0.00

Sub-Total (B)(1) 11 188597258 188586028 28.69 28.69

B 2 Non-institutions

(a) Bodies Corporate 855 44404051 43968082 6.76 6.76

(b) Individuals

I

Individuals –i. Individual shareholdersholding nominal share capitalup to Rs 1 lakh

74923 292672102 291425601 44.53 44.53

II ii. Individual shareholders 380 115048247 114421947 17.50 17.50


35 | P a g e

Categorycode

Category ofShareholder

Numberof

Shareholders

Totalnumber

of shares

Number ofshares held indematerialized

form

Total shareholdingas a percentage of

total number ofshares

Shares Pledged orotherwise

encumbered

As apercentageof (A+B)

1

As apercentageof (A+B+C)

Number ofshares

As apercentage

holding nominal share capitalin excess of Rs. 1 lakh.

(c) Any Other (specify)a) Clearing Member

33 161553 161553 0.02 0.02

b) NRI 216 10050857 10036111 1.53 1.53

c) Trust 1 4200 4200 0.00 0.00

d) Others(OCB) 2 483933 - 0.07 0.07

Sub-Total (B)(2) 76410 462824943 460017494 70.42 70.42

(B)Total Public Shareholding(B)= (B)(1)+(B)(2)

76421 651422201 648603522 99.11 99.11

TOTAL (A)+(B) 76423 657274743 650676221 100.00 100.00 2072699 0.32

(C) Shares held by Custodians andagainst which DepositoryReceipts have been issued

1 165 165 N.A 0.00

GRAND TOTAL (A)+(B)+(C) 76424 657274908 650676386 100 100.00 2072699 0.32


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CERTIFICATE BY MANAGING DIRECTOR OF KAASHYAP TECHNOLOGIES LIMITED

I, A. Venkatramani, Chairman & Managing Director of KAASHYAP TECHNOLOGIES LIMITED, to the best of our knowledgeand belief and certify that:

1. I have reviewed the Balance Sheet and Profit and Loss Account and its schedules and Notes on Accounts, as well asthe Cash Flow Statement and Director’s Report.

a. based on our knowledge and information, these statements do not contains any untrue statements of a materialfact or omit any material fact or contain statements that might be misleading

b. These statements together present a true and fair view of the Company’s affaires and are in compliance withexisting accounting standards, applicable laws and regulations.

2. I also certify, that based on out knowledge and information provided to us, there are no transactions entered into byKaashyap Technologies Limited which are fraudulent, illegal or in violation of the Company’s Code of Conduct.

3. I am responsible for establishing and maintaining internal controls and procedures for the Company pertaining to thefinancial reporting, and have evaluated the effectiveness of these procedures in Kaashyap Technologies Ltd. We havedisclosed to the auditors and the audit committee, deficiencies, if any, in the design or operation of such internalcontrols, of which we are aware and the steps that we have taken or propose to take to rectify these deficiencies.

4. I have disclosed, based on our most recent evaluation, wherever applicable, to the Company’s auditors and the AuditCommittee of the Company’s Board of Directors;

a. Significant change in internal controls during the year:b. Significant changes in accounting policies during the year and that the same have been disclosed in the Notes to

the financial statements; andc. Instance, if any, of significant fraud of which we become aware and involvement therein, if any, of the

Management or an employee having a significant role in the Company’s internal Control System.

5. I affirm that we have not denied any personnel, access to the Audit Committee of the Company (in respect of mattersinvolving misconduct, if any).

Sd/-Place : Chennai A. VENKATRAMANIDate : September 02, 2011 Chairman & Managing Director


37 | P a g e

DECLARATION OF CODE OF CONDUCT

ToThe Members of Kaashyap Technologies Limited

This is to confirm that the Board has laid down a code of conduct for all Board members and senior management of theCompany. The Code of Conduct has also been on the Website of the Company.

It is further confirmed that all the directors and senior management personnel of the Company have affirmedcompliance with the Code of Conduct of the Company for the year ended March 31, 2011 as envisaged in Clause 49 ofthe listing agreement with Stock Exchange.

Sd/-Place : Chennai A. VENKATRAMANIDate : September 02, 2011 Chairman & Managing Director

COMPLIANCE CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members of Kaashyap Technologies LimitedChennai.

I have examined the compliance of the conditions of Corporate Governance by Kaashyap Technologies Limited for theyear ended March 31, 2011 as stipulated in Clause 49 of the Listing Agreement of the said Company with StockExchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of the management. My examination waslimited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of the opinion on the financial statements ofthe Company.

In my opinion and to the best of my information and explanations given to me, I certify that the Company has compliedwith the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement.

I state that generally no investor grievances are pending for a period of exceeding one month against the Company asper the records maintained by the Company.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency oreffectiveness with which the management has conducted the affairs of the Company.

Sd/-R. Ravindran

ProprietorM. No. 023829

Place : ChennaiDate : September 02, 2011


38 | P a g e

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE

I. REGISTRATION DETAILS

Registration No.: State Code:

Balance Sheet Date:

II. CAPITAL RAISED DURING THE YEAR (Amount in Rs. Thousands)

Public Issue Rights Issue

Bonus Issue Private Placement

III. POSITION OF MOBILISATION AND DEVELOPMENT OF FUNDS (Amount in Rs. Thousands)

Total Liabilities Total Assets

SOURCES OF FUNDSPaid-up Capital Reserves & Surplus

Secured Loans Unsecured Loans

Deferred Tax


Net Fixed Assets Investments

Net Current Assets Misc. Expenditure

Accumulated Losses

IV. PERFORMANCE OF THE COMPANY (Amount in Rs. Thousands)

Turnover Total Expenditure

Profit / (Loss) before Tax Profit / (Loss) after Tax

Earnings per share Dividend Rate

V. GENERIC NAMES OF PRINCIPAL PRODUCTS / SERVICES OF THE COMPANY (As per Mandatory Terms)

Product Description

For KAASHYAP TECHNOLOGIES LIMITEDSd/- Sd/-

Place : Chennai A. VENKATRAMANI A.GANESAN

Date : September 02, 2011 Chairman & Managing Director Director

L72300TN1997PLC038233 18

31.03.2011

NIL NIL

NIL NIL

1419648 1419648

697831 604251

70746 46818

386172 568731

464743 NIL

110331

(60389) (61368)

0

190292 188386

Software Education, Training, Development and Software Consultancy

0

0


39 | P a g e

CONSOLIDATED BALANCE SHEET OF KAASHYAP TECHNOLOGIES LIMITED ANDITS SUBSIDIARY SPACE HOSPITALS LIMITED AS AT MARCH 31, 2011

PARTICULARS SCHEDULE AS AT 31.03.2011 AS AT 31.03.2010

(Rs.) (Rs.)

SOURCES OF FUNDS

1. Shareholders' Funds

a) Share Capital 1 69 78 31 908 69 78 31 908

b) Reserves & Surplus 2 57 29 32 552 64 35 20 036

2. Loan Funds

a) Secured Loans 3 7 07 46 291 7 12 82 791

b) Unsecured Loans 4 5 17 30 890 4 19 45 772

1 39 32 41 641 1 45 45 80 507


1. Goodwill 10 58 90 026 10 58 90 026

2. Fixed Assets

a) Gross Block 5 55 10 67 828 55 10 47 388

b) Less : Depreciation 14 31 02 854 8 37 10 963

c) Net Block 40 79 64 974 46 73 36 426

3. Investment at Cost 6 39 37 31 544 39 37 31 544

4. Current Assets, Loans & Advances

a) Inventories 11 83 264 11 83 264

b) Sundry Debtors 7 37 90 84 420 34 96 47 864

c) Cash & Bank Balance 8 1 18 13 090 1 55 42 893

d) Work in Progress 64 31 129 2 50 02 093

e) Loans & Advances 9 15 07 25 157 16 18 84 069

54 92 37 061 55 32 60 183

Less : Current Liabilities & Provisions

a) Current Liabilities 10 4 14 11 076 4 45 59 551

b) Provisions 2 21 70 889 2 10 78 122

6 35 81 965 6 56 37 673

Net Current Assets 48 56 55 096 48 76 22 511

1 39 32 41 641 1 45 45 80 507Notes on Accounts 17

The Schedules referred to above and the Statement on Significant Accounting Polices form an integral part of the Balance Sheet

For R. Ravindran & Associates

For and on behalf of the Board Chartered Accountants

Firm Registration No. 003222S

Sd/- Sd/- Sd/- Sd/-

A. Venkatramani A. Ganesan S. Thiruvengadam R. Ravindran

Chairman & Managing Director Director Director Proprietor

M. No. 023289Chennai, May 30, 2011


40 | P a g e

CONSOLIDATED PROFIT AND LOSS ACCCOUNT OF KAASHYAP TECHNOLOGIES LIMITED ANDITS SUBSIDIARY SPACE HOSPITALS LIMITED FOR THE YEAR ENDED MARCH 31, 2011

PARTICULARS SCHEDULEYEAR ENDED31.03.2011


(Rs.) (Rs.)

INCOME

Income from Operations 11 19 11 47 959 42 83 96 261

Other Income 12 14 94 500 7 04 409

19 26 42 459 42 91 00 670

EXPENDITURE

Employee Cost 13 16 53 59 965 35 76 97 826

Interest & Financial Charges 14 82 47 616 65 20 783

Administrative and Other Expenses 15 1 46 51 496 4 21 05 858

Selling & Marketing Expenses 16 1 95 150 9 04 551

Depreciation 29 95 984 40 79 570

19 14 50 211 41 13 08 589

PROFIT BEFORE EXTRA-ORDINARY ITEMS 11 92 249 1 77 92 082

Extra-ordinary Gain/ (Loss) (5 63 95 907) (5 63 95 907)

Prior Period (Expenses)/ Income (1 44 04 499)

PROFIT BEFORE TAX (6 96 08 158) (3 86 03 826)

Provision for Tax

- Income Tax 9 79 326 65 50 000

PROFIT AFTER TAX (7 05 87 484) (4 51 53 826)

Loss b/f from previous year (7 10 63 126) (2 59 09 301)

Surplus / (Deficit) c/f to Balance Sheet (14 16 50 609) (7 10 63 126)

Earnings per share (Basic & Diluted) of Rs.10/- per share (0.11) (0.08)

Notes on Accounts 17

The Schedules referred to above and the Statement on Significant Accounting Polices form an integral part of the Profit & Loss AccountFor R. Ravindran & Associates

For and on behalf of the Board Chartered Accountants


Sd/- Sd/- Sd/- Sd/-


Chairman & Managing Director Director Director ProprietorChennai, May 30, 2011

M. No. 023289


41 | P a g e

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2011



(Rs.) (Rs.)

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and Extra-ordinary Items (7 05 87 484) (4 51 53 826)

Adjustment for Depreciation 29 95 984 40 79 570

Goodwill Amortisation 5 63 95 907 5 63 95 907

Exchange Fluctuation Loss 12 11 110

Miscellaneous expenses w/o 4 020

Interest / Finance Charges 82 47 616 65 20 783

Operating Profit Before Working Capital Changes ( 17 36 866) 2 18 46 455

Trade and other receivables (3 06 47 666) (4 36 44 389)

Loans & Advances 2 97 29 876 55 06 047

Trade payables (20 55 707) 51 20 170

Cash Generated From Operations (47 10 364) (1 11 71 718)

Interest and Financial charges paid (82 47 616) (65 20 783)

Net cash from Operating Activities (1 29 57 980) (1 76 92 501)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (20 440) ( 5 64 445)

Investment (21 20 80 000)

Net cash used in Investing Activities (20 440) (21 26 44 445)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Share Capital 21 20 80 000

Proceeds from Long Term Borrowings 92 48 617 7381966

Net Cash used in Financing Activities 92 48 617 21 94 61 966

Net Increase/(Decrease) in Cash & Cash equivalents (A+B+C) (37 29 803) (1 08 74 980)

At the beginning of the year 1 55 42 893 2 64 17 872

At the end of the year 1 18 13 090 1 55 42 893

(37 29 803) (1 08 74 980)

We have audited the above Cash Flow Statement of Kaashyap Technologies Limited derived from the audited annual accounts forthe year ended March 31, 2011 and found the same to be drawn in accordance therewith and also with the requirements of Clause32 of the Listing Agreement with the Stock Exchanges.

For and on behalf of the Board For R. Ravindran & Associates

Chartered Accountants


Sd/- Sd/- Sd/- Sd/-


Chairman & Managing Director Director Director Proprietor

Chennai, May 30, 2011 M. No. 023289


42 | P a g e


PARTICULARS 31-Mar-11 31-Mar-10

(Rs.) (Rs.)

SCHEDULE - 1

SHARE CAPITAL

Authorised Share Capital

900,000,000 Equity Shares of Re 1 each 90 00 00 000 90 00 00 000

990,000 11% Redeemable Preference Shares of Rs.100 each 9 90 00 000 9 90 00 000

10,000 15% Cumulative Redeemable Preference Shares 10 00 000 10 00 000

of Rs 100 each

100 00 00 000 100 00 00 000

Issued, Subscribed and Paid-up Share Capital

657,274,908 Equity Shares of Re. 1 each fully paid-up 65 72 74 908 65 72 74 908400,000 11% Redeemable Preference Shares of Rs.100 each 4 00 00 000 4 00 00 000

5,570 15% Cumulative Redeemable Preference Shares of Rs.100 each 5 57 000 5 57 000

69 78 31 908 69 78 31 908

SCHEDULE - 2

RESERVES & SURPLUS

Share Premium Account 69 45 83 162 69 45 83 162

Capital Reserve 2 00 00 000 2 00 00 000

Profit & Loss Account (14 16 50 610) (7 10 63 126)

57 29 32 552 64 35 20 036

SCHEDULE - 3

SECURED LOANS

Hire Purchase loan from Bank 7 46 291 12 82 791

Loan from Bank 5 00 00 000 5 00 00 000

Loan from Others 2 00 00 000 2 00 00 000

7 07 46 291 7 12 82 791

SCHEDULE - 4

UNSECURED LOANS

Loan from Others 5 17 30 890 4 19 45 772

5 17 30 890 4 19 45 772

43 | P a g e


SCHEDULE 5 - CONSOLIDATED FIXED ASSETS

(Rs.)

Description

Gross Block Depreciation Block Net Block

Cost as on01.04.2010

Additionsduring

the year

Deletionsduring

the yearCost as on21.03.2011

Dep. upto01.04.2010

Dep. forthe year

Deletionsduring the

yearDep. upto

31.03.2011As on

31.03.2011As on

31.03.2010

Computer & Software 13378482 13378482 10148185 1292104 11440289 1938192 3230296

Furniture & Fixtures 5498981 10000 5508981 3146856 427111 3573966 1935015 2352125

Vehicles 2551246 0 2551246 1037287 391964 1429251 1121995 1513959

Equipments 9270559 0 9270559 4074746 744743 4819489 4451070 5195813

Office Equipments 671923 10440 682363 229502 81496 310999 371364 442421

Plant & Machinery 496662 496662 173086 58566 231652 265010 323576

Goodwill 281979535 281979535 64901300 56395907 121297208 160682327 217078235

Total 313847388 20440 0 313867828 83710963 59391891 0 143102854 170764973 230136425

Acquisition of Business &Products (In Progress) 237200000 237200000 237200000 237200000

Grand Total 551047388 20440 0 551067828 83710963 59391891 0 143102854 407964973 467336425

44 | P a g e



(Rs.) (Rs.)

SCHEDULE - 6

INVESTMENTS - Unquoted at Cost

Kaashyap Interserve Tech. Ltd. 13 16 51 544 13 16 51 544

Kaashyap Infra Developers Limited 5 00 00 000 5 00 00 000

Logistics Solutions Inc, USA 21 20 80 000 21 20 80 000

39 37 31 544 39 37 31 544

SCHEDULE - 7

SUNDRY DEBTORS

Debts Outstanding for a period exceeding six months Unsecured 15 90 66 348 11 78 40 160

Considered good 22 00 18 072 23 18 07 704

37 90 84 420 34 96 47 864

SCHEDULE - 8

CASH & BANK BALANCE

Cash in hand 90 602 30 310

Cash at Bank - in Current accounts 3 47 364 1057019

Cash at Bank - in Overseas accounts 1 13 75 125 1 44 55 564

1 18 13 090 1 55 42 893

SCHEDULE - 9

LOANS & ADVANCES

Unsecured, Considered good

Advances recoverable in Cash or in kind or value to be received 6 92 61 299 7 07 02 965

Other Advances 8 14 63 858 9 11 81 104

15 07 25 157 16 18 84 069

SCHEDULE - 10

CURRENT LIABILITIES

Creditors for Expenses 2 29 15 321 2 22 09 333

Creditors for Others 12 95 649 13 21 333

Deposits 1 72 00 107 2 10 28 885

4 14 11 076 4 45 59 551


45 | P a g e



(Rs.) (Rs.)

SCHEDULE - 11

INCOME FROM OPERATIONS

Software Development & Consultancy 19 11 47 959 42 83 96 261

19 11 47 959 42 83 96 261

SCHEDULE - 12

OTHER INCOME

Consultancy Fees Received - 3 48 500

Miscellaneous Income 14 94 500 2 65 059

Profit on Sale of Fixed Assets - 90 850

14 94 500 7 04 410

SCHEDULE - 13

EMPLOYEE COST

Staff compensation, Statutory & Other Benefits 16 47 66 742 35 51 97 326

Staff Welfare, Training etc. 1 79 399 2 61 205

Stipend 4 13 824 22 39 295

16 53 59 965 35 76 97 826

SCHEDULE - 14

INTEREST & FINANCIAL CHARGES

Interest and Financial Charges 78 08 071 60 49 815

Bank Charges 4 39 546 4 70 968

82 47 616 65 20 783


46 | P a g e



(Rs.) (Rs.)

SCHEDULE - 15

ADMINISTRATIVE & OTHER EXPENSES

Audit Remuneration 2 00 000 2 00 000

AGM / EGM Expenses 28 793

Advertisement Expenses 1 99 762 45 750

Bad Debts Written Off 8 92 441 84 74 016

GDR Issue Expenses 49 68 128

Other Administrative Expenses 48 078 1 48 399

Travelling & Conveyance 21 41 810 27 29 471

Professional & Consultancy Charges 9 98 389 71 20 662

Electricity Charges 2 82 471 2 91 395

Communication Expenses 12 81 975 20 31 344

Printing & Stationery 1 23 919 9 92 752

Miscellaneous Expenses 2 88 111 13 02 524

Vehicle Insurance 12 867 63 857

Petrol & Vehicle Maintenance 11 13 499 23 36 322

Legal Fees & Expenses 90 000 8 36 030

Listing & Other Fees 10 00 805 17 17 794

Repairs & Maintenance 10 64 259 14 66 050

Rent, Rates & Taxes 34 51 677 66 53 632

Books & Periodicals 40 086 2 26 008

Exchange Fluctuation Loss 12 11 110

Postage & Courier 98 738 3 20 910

Connectivity Charges 1 11 500 1 48 000

Preliminary Expenses W/o 4 020

1 46 51 496 4 21 05 858

SCHEDULE - 16

SELLING & MARKETING EXPENSES

Business Development Expenses 1 95 150 9 04 551

1 95 150 9 04 551


47 | P a g e

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTS

SCHEDULE - 17

Notes to the Consolidated Balance Sheet as at March 31, 2011 and Consolidated Profit and Loss Account for the yearended on that date.

Significant Accounting Policies and Notes to Accounts

A. Significant Accounting Policies.

a) Fundamental Accounting Assumptions

The Financial statements of the Company are prepared under the historical cost convention on going concern basis inaccordance with generally accepted accounting principles applicable in India. The said financial statements complywith the relevant provisions of the Companies Act and applicable Accounting Standards issued by ICAI.

b) Method of Accounting

The company generally follows the mercantile system of accounting and recognizes income and expenditure onaccrual basis.

c) Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affects thereported amount of assets and liabilities, the disclosure of contingent liabilities on the date of the financial statementsand the reported amount of revenues and expenses during the reported period. Actual results differ from Estimates.Adjustment as a result of difference between actual and estimates are made prospectively in the period in whichresults are known /dematerialized.

d) Principles of Consolidation

a. The consolidated financial statements relate the company (GV Films Limited) and its Subsidiary (GV StudioCity Limited). The consolidated financial statements have been prepared on the following basis:

b. The Financial statements of the Company and its subsidiary is combined on a line by line basis, by addingthe like items of assets, liabilities, income and expenses after fully eliminating intra group balances andintra group transactions resulting in unrealized profit or losses in accordance with the Accounting standard(AS – 21) “Consolidated Financial Statements”

c. Investments in subsidiaries are eliminated and differences between the cost of Investment over the netassets on the date of investment or on the date of the financial statements immediately preceding the dateof investment in subsidiary are recognised as Goodwill or Capital Reserve as the case may be

d. The Company does not have minority shareholders therefore there is no need to disclose the adjustment ofminority interest share of net profit or loss against income of the company and also the share of net assetsas a separate item from liabilities in the consolidated Balance Sheet.

e. The Consolidated Financial statements are prepared using uniform Accounting policies for like transactions


48 | P a g e

and other events in similar circumstances and are presented in the same manner as the stand alonefinancial statement of the Company

f. Investments other than in subsidiary are accounted as per AS 13 “Accounting for Investments”.

e) Fixed / Intangible Assets and Depreciation

a. Fixed assets are stated at their original cost of acquisition including taxes, freight and other incidentalexpenses related to acquisition and installation of the concerned assets less depreciation till date.

b. Fixed assets are retired from active use or held for disposal are stated at lower of their net book value andnet realizable value and are shown separately in the financial statements. Any profit or losses arising ondisposal are generally recognised in profit and loss account.

c. Goodwill arising on acquisition of the division at foreign country is stated at cost and it is amortised overfive years being the useful life of the business undertaken.

d. Goodwill arising on acquisition, forming part of Fixed Assets of the Subsidiary is equally amortised overfive years being the useful life of the business undertaken.

e. Goodwill arising on consolidation is not subject to amortisation.

f. Depreciation on Fixed Assets is provided on written down value method at the rates prescribed inSchedule XIV of the Companies Act, 1956 on monthly pro rata basis.

g. Individual assets costing less than Rs.5000/- are provided at 100% depreciation in the year of acquisition.

h. Intangible assets, namely Goodwill are amortised equally over the estimated useful life of the assets. The lifeof amortisation is determined by the management is five years.

f) Inventory

The holding company deals with software development business. The company does not carry any inventory offinished goods of software except Work-in-progress as on the balance sheet date.

Work-in-progress is valued at the cumulative cost of expenses incurred pertaining to the project

Inventories are valued at the lower of cost or net realizable value in respect of subsidiary company.

g) Revenue Recognition

The Company derives income from rendering services and the revenue has been recognised as follows:

a. Revenue from Software Education services are recognised in full, on accrual basis, upon registration for thecourses.

b. Revenue from Consultancy services are recognised in full, on accrual basis upon completion of services.c. Revenue from Telemedicine services are recognised on accrual basis upon completion of such services.


49 | P a g e

h) Investments

All Investments, being long term in nature, are stated at cost.

i) Retirement Benefits

Retirement benefits in the form of provident fund is a defined contribution scheme, is charged to profit and lossaccount of the year, when the contribution to the respective fund accrues.

Gratuity and Leave Encashment benefits are charged in the profit and loss account on the basis of actuarial valuation.

j) Borrowing Cost

Borrowing Cost directly attributable to the acquisition or construction of qualifying assets capitalised. Other borrowingcosts are recognised as expenses in the period in which they are incurred.

k) Lease

The company has taken office premises on lease under cancellable operating lease agreements that are renewable onperiodic basis at the option of lessor and lessee. Payments in the form of rental advances are grouped under loansand advances and monthly rentals are charged to profit and loss account.

l) Taxes on Income

Provision for income tax is made on the taxable income for the year at current rates. Tax expense comprises of currenttax, fringe benefit tax and deferred tax at the applicable enacted or substantively enacted rates. Current taxrepresents the amount of income tax payable for the reporting period.

Deferred tax represents the effect of timing difference between taxable income and accounting income for thereporting period that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred tax assets is recognized and carried forward only to the extent that there is a reasonable certainty that theassets will be realized in future. However, where there is unabsorbed depreciation or carried forward loss undertaxation laws, deferred tax assets are recognized only if there is virtual certainty of realization of assets.

m) Interim Financial Reporting

The company has adopted same accounting policies in preparation of interim financial statements as they followed inpreparation of annual financial statements.

n) Provisions, Contingent Liabilities and Contingent Assets

A provision is recognized when there is a present obligation as a result of past vents and it is probable that an outflowof resources will be required to settle the obligations, in respect of which a reliable estimate can be made. Provisionsare not discounted to its present value and are determined based on best estimate required to settle the obligationat the balance sheet date. These are reviewed at each balance sheet and adjusted to reflect the current bestestimates.


50 | P a g e

Contingent Liability is disclosed for possible obligation which will be confirmed only by future events not whollywithin the control of the company (or) present obligation arising from past events where it is not probable that anoutflow of resources will be required to settle the obligation or reliable estimate of the amount of obligation cannotbe made.

Contingent asset not recognized in the financial statements since this may result in the recognition of income thatmay never be realized.

C. NOTES ON ACCOUNTS:

1. Accounting Period

The period of accounts under review is of 12 months ended March 31, 2011

2. Investments

Long Term Investments are stated at cost. Provision for diminution in the value of long term investments is not chargedin the profit and loss account to recognize such decline other than temporary in investment value.

Investment in companies Relationship withcompanies

No. ofshares

Cost price Value of investments(In Rs.)

Kaashyap Infra Developers Limited Group Company /Sister concern

50,00,000 10.00 5,00,00,000

Kaashyap Interserve Technologies Limited Group company 29,96,848 43.93 13,16,51,544

Logistics Inc USA Division 21,20,80,000

3. Related Parties

As per the Accounting standards (AS 18) “Related Party Disclosure” as referred to in Accounting Standard Rules, thedisclosure of transactions with the related parties as defined therein is given below:

Related Party Director Relationship withreporting enterprises

Nature ofTransactions

GV Films Limited A. Venkatramani Managing Director Loan Borrowed

Eyelight Events & Promotions (India) Pvt. Ltd. A. Venkatramani Director Loan Borrowed

Space Computer and Systems Limited R. Gopalan Director Loan Borrowed

Paradigm Shift Consultancy Services Pvt. Ltd. Usha Venkatramani Wife of Managing Director Loan Borrowed

Paradigm Shift Educational Services Pvt. Ltd.(Formerly known as Eyelight HR SolutionsPvt. Ltd.)

Usha Venkatramani Wife of Managing Director Loan Borrowed


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Transactions during the year with related parties(Rs.)

Particulars OpeningBalance

AmountPaid

AmountReceived

ClosingBalance

GV Films Ltd. 56,32,097 Nil Nil 56,32,097

Space Computer & Systems Ltd . (11,12,440) 9,13,161 30,00,000 (31,99,279)

Paradigm Shift Consultancy Services Pvt. Ltd. 97,000 97,000 1,42,60,150

Eyelight Events & Promotions (India) Pvt. Ltd. 67,96,136 6,05,000 93,61,000 (19,59,864)

Paradigm Shift Educational Services Pvt. Ltd. 25,75,000 Nil 6,53,000 19,22,000

The details of subsidiary are as follows

Name of the Subsidiary Country of Incorporation % of Holding

Space Hospitals Limited India 100%

4. Goodwill on Consolidation

Particulars Amount (Rs.)

Paid up Share Capital held by holding (7,00,00,000 Shares of Re.1/- each) 7,00,00,000

Add: Capital Loss (8,90,026)

6,91,09,974

Less: Cost of Investment in Subsidiary 17,50,00,000

Goodwill 10,58,90,026

5. Earnings per share

Basic EPS(Rs.)

Particulars 31.03.2011 31.03.2010

Net profit/loss attributable to the shareholders (7,05,87,484) (4,51,53,826)

Weighted average outstanding number of shares 65,72,74,908 55,12,34,908

Basic EPS (0.11) (0.08)

6. Taxes on Income

Deferred tax liability / AssetsHolding Company

(Rs.)

Particulars 31.03.2011 31.03.2010







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Subsidiary Company(Rs.)

Particulars 31.03.2011 31.03.2010






7. Audit Fees(Rs.)

Particulars HoldingCompany

SubsidiaryCompany

HoldingCompany

SubsidiaryCompany

(2010-11) (2009-10)

Statutory Audit 1,00,000 30,000 1,00,000 30,000

Tax Audit 30,000 20,000 30,000 20,000

Certification & other matters 10,000 10,000 10,000 10,000

Total 1,40,000 60,000 75,000 60,000

8. Remuneration to Managing Director Mr. A. Venkatramani

In the absence of profits, Managerial remuneration is computed with reference to schedule XIII of the CompaniesAct.

Paid up share capital (excluding share application money) 69 78 31 908Share Premium 69 45 83 162Capital Reserve 2 00 00 000Long term loan 7 07 46 291Deposits repayable after one year 4 68 18 344

Total 152 99 79 705

Less: Investments 56 87 31 544Accumulated Loss not written off 11 03 31 691Preliminary expenses not written off -

Total 67 90 63 235

Effective Capital 85 09 16 470

The effective capital of the company lies above Rs. 100 crores. The permissible Managerial remuneration is Rs.24,00,000/- or Rs. 2,00,000/- per month.


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Managerial remuneration paid(Rs.)

Particulars 2010-2011 2009-2010

Salary 15,05,640 15,05,640

Perquisites 2,85,000 2,85,000

Contribution to PF 9,360 9,360

Managerial Remuneration Charged to Profit and Loss account 18,00,000 18,00,000

9. Business Segments

Holding Company

The Company has two geographical segments as under

Segment Capital Employed

(Rs.)

Turnover

(Rs.)

Profit/ (Loss)

(Rs.)

India 35,27,91,908 Nil (7,82,84,788)

USA 34,50,40,000 19,02,92,459 1,69,16,430

Total 69,78,31,908 19,02,92,459 (6,13,68,358)

Subsidiary Company

The company is engaged in the business of Telemedicine Services, which as per AS 17 on Segment Reporting isconsidered to be only one reportable business segment. The company is operating in India which is considered as asingle geographical segment.

10. Contingent Liability

The company has a pending case regarding dues to Axis Bank Limited at DRT; the amount payable to the bank isuncertainable at this point of time.The company has received a show cause notice from the service tax department. The estimation of liability as per thenotice received is Rs. 1,40,00,000/-

11. Disclosures under Listing Agreement

As required by the amendment to Clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of 10thJanuary,2003, the following disclosure has been made.

Loans and advances:

i) Loan to Subsidiaries: Space Hospitals Limited : Rs. 1,66,72,052

ii) Loan to Associates : NIL

iii) Non-charging of interest: GV Films Limited : Rs. 56,32,097

iv) Loan to Firms / Companies in which directors are interested : Refer Point 8 of Notesto Accounts


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12. Management Assertions

No amount is due to Small Scale Ancillary Industrial Undertakings.

Debit and Credit balances are subject to confirmation or reconciliation.

Expenditure incurred on employees in receipt of remuneration of not less than Rs.24 lakhs per annum, where

employed throughout the period or not less than Rs.2 lakhs per month, where employed for a part of the period

is NIL.

13. Earnings in Foreign Currency : Nil

14. Expenditure in Foreign Currency 3500 GBP and 75,924 USD

15. Additional Information pursuant to Part II of Schedule VI of the Companies Act, 1956:

The company had not undertaken any trading in goods in this year. Hence, providing quantitative particulars does notarise.

16. Figures have been rounded off to the nearest rupee.

17. Previous year figures have been regrouped / reclassified wherever considered necessary.

Signature to Schedules 1 to 17

As per our attached Report of even dateFor and on behalf of the Board For R. Ravindran & Associates

Chartered AccountantsFirm Registration No. 003222S

Sd/- Sd/- Sd/- Sd/-A. Venkatramani A. Ganesan S. Thiruvengadam R. Ravindran

Chairman & Managing Director Director Director ProprietorM. No. 023829

Chennai, May 30, 2011


55 | P a g e


ATTENDANCE SLIP(To be handed over at the entrance of the Meeting hall)

NAME OF THE MEMBER :

FOLIO NUMBER :

DP ID / CLIENT ID :

NUMBER OF SHARES HELD :

NAME OF THE PROXY :

I hereby record my presence at the Thirteenth Annual General Meeting of Kaashyap Technologies Limited held at 10.00 A.M. onThursday, September 29, 2011, at New Woodlands Hotels Private Limited, No. 72-75, Dr. Radhakrisnan Salai, Mylapore, Chennai –600 004.

Signed this _____ day of __________________ 2011. Signature of Member / Proxy

---------------------------------------------------------------------------------------------------------------------------------------------------


FORM OF PROXY

I / we, ________________________________, being a Member of Kaashyap Technologies Limited hereby appoint

______________________ son / wife / daughter of ________________________ or failing him _____________________ son / wife

/ daughter of __________________________ as my / our proxy to attend and vote on my / our behalf at the Thirteenth Annual

General Meeting of the Company to be held at New Woodlands Hotels Private Limited, No. 72-75, Dr. Radhakrishnan Salai,

Mylapore, Chennai – 600 004 on Thursday, September 29, 2011 at 10.00 A.M. and at any adjourned meeting thereof.

Signed this ________ day of __________________ 2011.

Folio No.

No. of shares held

DP ID / Client ID

Signature of Proxy Signature of Member

NOTE: The proxy form duly completed should be deposited at the Registered Office of the Company not later than 48 hours beforethe commencement of the aforesaid Meeting

Please affix1 RupeeRevenue

Stamp

KTL Annual Report - 2010-11€¦ · advertising field for 35 years. He has been associated with reputed advertising agencies having worked for them in Chennai, Bangalore and Mumbai.

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