KAASHYAP TECHNOLOGIES LTD.

Twelfth ANNUAL REPORT2009-10

KAASHYAP TECHNOLOGIES LTD.

TWELFTH ANNUAL REPORT 2009-10

BOARD OF DIRECTORS

Mr. A. Venkatramani, Chairman & Managing Director

Mr. A. Ganesan

Mr. Raghu Tandra

Mr. R. Gopalan

Mr. S. Thiruvengadam

AUDIT COMMITTEE

Mr. R. Gopalan,

Chairman of the Committee

Mr. A. Ganesan

Mr. S. Thiruvengadam

STATUTORY AUDITORS

M/s. R. Ravindran & Associates

Chartered Accountant

BANKERS

State Bank of Travancore

IDBI Bank Limited

ICICI Bank Limited

REGISTERED OFFICE

33/8, B. R. Complex, II Floor

C. P. Ramasamy Road, Alwarpet

Chennai – 600 018.

REGISTRAR AND SHARE TRANSFER AGENT

Knack Corporate Services Private Limited

17/9, Thiruvengadam Street

Mandaveli, Chennai – 600 028.


CONTENTS PAGE NO.

Notice 1

Directors’ Report 4

Management Discussion & Analysis 7

Recent Developments in the Company 8

Auditors’ Report 9

Balance Sheet 15

Profit & Loss Account 17

Schedules forming part of the Accounts 19

Significant Accounting Policies & Notes on Accounts 23

Cash Flow Statement 29

Report on Corporate Governance 31

Balance Sheet Abstract & Company’s General Business Profile 45

Consolidated Accounts 46

Auditors’ Report on Consolidated Financial Statements 53

Consolidated Balance Sheet 54

Consolidated Profit & Loss Account 55

Schedules forming part of Consolidated Accounts 56

Significant Accounting Policies and Notes to ConsolidatedAccounts

60

Consolidated Cash Flow Statement 68

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NOTICE

NOTICE is hereby given that the Twelfth Annual General Meeting of the members of Company will be held at 11.30 A.M. on Monday, September 27, 2010, at Shri Rajasthani Jain Samaj, “Dr. C.L. Metha Hall”, New No. 131 (Old No. 66), SirThyagaraya Road, T. Nagar, Chennai – 600 017.

ORDINARY BUSINESS

1. TO RECEIVE, CONSIDER, APPROVE AND ADOPT THE BALANCE SHEET AS AT MARCH 31, 2010, PROFIT & LOSSACCOUNT FOR THE YEAR ENDED MARCH 31, 2010 AND THE DIRECTORS’ AND AUDITORS’ REPORT THEREON.

To consider and if thought fit, to pass with or without modification, the following resolution as an ordinaryresolution:"RESOLVED THAT the audited balance sheet as at 31st March 2010 and the profit and loss account of the Companyfor the year ended on that date, together with the directors’ report and the auditors’ report thereon as presentedto the meeting, 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.

To consider and if thought fit, to pass with or without modification, the following resolution as an ordinaryresolution:"RESOLVED THAT Mr. R. Gopalan, Director who retires by rotation and being eligible for

re-appointment be and is hereby 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.

To consider and if thought fit, to pass with or without modification, the following resolution as an ordinaryresolution:"RESOLVED THAT Mr. Raghu Tandra, Director who retires by rotation and being eligible for

re-appointment be and 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 THECONCLUSION OF THE NEXT ANNUAL GENERAL MEETING

To consider and if thought fit, to pass with or without modification, the following resolution as an ordinaryresolution:"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 between M/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 3, 2010 Chairman & Managing Director


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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. Raghu Tandra

Age 43 years

Qualification Master in Computer Science

Other Directorships held in Companies Nil

Committee memberships, if any, with position Nil

Date of Appointment 27.10.1998

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 Corporate Services Private Limited, 17/9, Thiruvengadam Street, Mandaveli, Chennai - 600 028.(Telephone No.044 – 42303383, Fax No. 044 – 42303383)

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 requestedto apply for consolidation of such Folios, to the Company's Registrars and Transfer Agents, at the address asstated at Note 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.

Name Mr. R. Gopalan

Age 72 years

Qualification B.Sc., ICWAI

Other Directorships held in Companies G. V. Films LimitedSpace Computers and Systems limited

Committee memberships, if any, with position Nil

Date of Appointment 04.10.2007


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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 themeeting.

7. The Share Transfer Register and Register of Members will remain closed on September 27, 2010.


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DIRECTORS’ REPORT

The Board of Directors of Kaashyap Technologies Limited (KTL) are pleased to present the Twelfth Annual Report forthe year ended March 31, 2010, together with the Auditors’ Report and Audited Accounts for the Financial year 2009-10.

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 2009-10 2008-09

Net Income 4275.77 4512.40

Expenditure 4460.24 4629.86

Profit before Depreciation, Interest and Tax (184.47) (117.46)

Interest and Finance Charges 64.85 77.22

Depreciation 29.99 46.14

Profit/(Loss) before Extra-ordinary Item and Tax (279.31) (240.82)

Extra-ordinary Item - 478.91

Profit /(Loss) Before Tax (279.31) (719.72)

Provision for Tax 65.95 3.72

Profit/(Loss) after Tax (345.26) (723.44)

DIVIDEND

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

DEVELOPMENT IN THE COMPANY

On October 9, 2009, 2,20,000 Global Depositary Receipts of US $ 20 each amounting to US $ 4.4 Million representing21,20,80,000 Equity shares of face value Re.1 each was allotted to acquire 49% stake in Logistics Solutions Inc, USA.

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 andits meetings 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 Company Mr. R.Gopalan and Mr. Raghu Tandra, 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. The Company Secretary acts asSecretary 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 theshareholders.

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 theListing Agreement with the Stock Exchanges and also in pursuance to the amendments made to the Schedule XIII ofthe Companies Act, 1956.

AUDITORS

The Statutory Auditor of your company, M/s. R. Ravindran & Associates, Chartered Accountant, Chennai, is due toretire at the conclusion of the Twelfth Annual General Meeting. M/s. R. Ravindran & Associates has confirmed thiseligibility and willingness to accept office, if re-appointed for the financial year 2010-11. Your Directors recommendedthe re-appointment of M/s. R. Ravindran & Associates, Chartered Accountant as the Statutory Auditor of the Companyto hold office from the conclusion of the Twelfth Annual General Meeting until the conclusion of the ThirteenthAnnual General 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 alsobeing guided by the Audit Committee in constantly upgrading the control procedures and systems. The AuditCommittee also reviews 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 GOYour Company does not carry on any manufacturing activities and hence the disclosure requirement in terms ofSections 217 (1) (e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the Report of theBoard of Directors) 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 theCompany as at March 31, 2010 and Profit & Loss Account for the year ended March 31, 2010;

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 BOARDFor KAASHYAP TECHNOLOGIES LIMITED

Sd/-Place: Chennai A. VENKATRAMANIDate: September 3, 2010 Chairman & Managing Director


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MANAGEMENT DISCUSSION & ANALYSIS

SWOT 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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RECENT DEVELOPMENTS IN THE COMPANY

Open Public Offer by TAIB Securities Mauritius Limited through their Lead Manager Birla Capital and FinancialServices Limited

Open public offer was issued by Birla Capital and Financial Services Ltd , the Manager to the Offer, on behalf of TAIBSecurities Mauritius Ltd, the Acquirer to all the equity shareholders of your Company which was held to be a TargetCompany.

The goal of the acquirer company with the open offer was to acquire 13,14,54,982 equity shares of Re. 1/- each,representing 20% of the voting rights in Kaashyap Technologies Limited, from the equity shareholders of the TargetCompany, at a price of Re. 0.73 (Paisa Seventy Three only) per equity share including interest of Re. 0.02 per equityshare ("Offer Price") payable in cash subject to the terms and conditions mentioned in Public Announcement.

The offer price which was proposed to be 0.73 was later on revised to 0.76 inclusive of all the interest calculated@10% from December 16, 2009 till the date of public announcement and subsequent delay thereafter in terms of theRegulations.

Post offer Status:

The Acquirer i.e, TAIB Securities Mauritius Limited sold 5,28,51,590 (8.03%) equity shares of the Kaashyap InvestmentLimited before the date of the letter of offer and the shareholding of the Acquirer on the date of the Letter of offerstood at 15,92,28,410 (24.23%) equity shares. Consequent upon the closure of the offer, the acquirer had sold 500000(0.08%) equity shares on August 31, 2010. The abovementioned shares also include the promoters’ shareholding i.e,shareholding other than the acquirer.

The said equity shares were issued at the revised price of Rs. 0.76 (Paisa Seventy Six per equity share) which includesin itself an interest component of Rupee 0.02 only from December 16, 2009 till March 31, 2010 and subsequent delaythereafter as per the terms of the SEBI (SAST) Regulations, since approvals from Reserve Bank of India and FinancialServices Commission, Mauritius were obtained after SEBI approval.

Annulment of Resolution passed for increase of Authorised Capital:

Your Company in its Extra Ordinary general meeting held on April 12, 2010 considered and approved for annulment ofearlier resolutions passed at the Annual General Meeting held on September 13, 2002 to increase Authorised ShareCapital from Rs. 70 crores to Rs. 100 Crores and consequently necessary amendments were made to theMemorandum of Association and Articles of Association of the Company.


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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 31st March 2010 andalso the Profit and Loss Account for the year ended on that date annexed thereto. These financial statementsare the responsibility of the company management. Our responsibility is to express an opinion on these financialstatements based on our audit.

2. We have conducted our audit in accordance with auditing standards generally accepted in India. Thosestandards require that we plan and perform the audit to obtain reasonable assurance about whether thefinancial statements are free from material misstatement. An audit also includes examining, on test basisevidence supporting the amounts and disclosures in the financial statements. An audit also includes assessingthe accounting principles used and significant estimates made by management, as well as evaluating the overallfinancial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

3. 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.

4. “Subject to non-compliance of Accounting Standard 11, The Effects of Changes in Foreign ExchangeRates” 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 beliefwere necessary 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 asappears from 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 CompaniesAct, 1956.

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 :

i in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010 and


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ii in the case of the Profit and Loss Account of the Loss of the Company for the year ended on that date.

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

For R. Ravindran & Associates

Chartered Accountants

Firm Registration No. 003222S

Sd/-

R. Ravindran

Proprietor

M. No. 023829

Date: September 3, 2010

Place: Chennai


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ANNEXURE TO THE AUDITOR’S REPORT

With reference to the Annexure referred to in Auditors’ Report to the Members of Kaashyap Technologies Limited on thefinancial statements for the year ended 31.03. 2010, we report that:

1. Fixed Assets:

(a) The Company has maintained proper records showing full particulars including quantitative details andsituation of fixed assets.

(b) According to the information and explanations given to us, the fixed assets were physically verified by themanagement in accordance with the programme of verification, which in our opinion is reasonable havingregard to the size of the company and the nature of its assets. The discrepancies noticed on physicalverification were not material and have been properly dealt with in the books of accounts.

(C) None of the fixed assets have been revalued during the year.

(d) During the year, the company has not disposed of substantial part of the Fixed Assets hence the effect ofgoing concern concept does not arise.

2. Inventory:

The company deals with Software development business. The Company does not carry inventory of finished goodof 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

3. Loan to/from directors and interested parties

(a) The Company has not granted any secured or unsecured loans during the year to Companies listed in theRegister maintained under Section 301 of the Companies Act, 1956.

(b) The Company has taken any loans from companies, firms or other parties listed in the register maintainedunder Section 301 of the Companies Act, 1956.

4. Internal Control

In our opinion and according to the information and explanations given to us, the internal control procedures areadequate with the size of the company and the nature of its business, for the purchase of inventory and fixedassets and for the sale of goods.


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5. Transaction covered by section 301

a) According to the information and explanations given to us, the transactions that need to be entered intothe Register maintained under section 301 of the Companies Act, 1961 have been so entered.

b) In our opinion and according to the information and explanations given to us, the company has not madesales and service in pursuance of contracts or agreements entered in the registers maintained undersection 301 of the Companies Act 1956 and aggregating during the period to Rs. 500000/- or more made inrespect of each party, the prices for such services and sales are reasonable having regard to the nature ofservices rendered.

6. Deposit from Public

The Company has not accepted deposits from public under section 58A of the Companies Act, 1956 during theyear.

7. Internal Audit

The company has an internal audit system with regard to the size and nature of the business.

8. Cost Accounting Records

The Provision of section 209(1)(d) of the Companies Act, 1956 regarding maintenance of cost records is notapplicable to the company.

9. Statutory Dues

According to the information and explanations given to us, the company is not regular in depositing undisputedstatutory dues with the appropriate authorities in respect of:

Arrears of outstanding for more than 6 months

Nature of payment Amountpayable

ROC fees 87,46,000

TDS Payable 16,83,706

Income tax 1,34,00,000

Fringe Benefit tax 6,72,280

10. Cash Losses

The Company has incurred cash losses in such financial year.

The company has accumulated losses at the end of the financial year are less than 50% of Networth.


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11. Repayment of dues

Due to pending of the dispute with Axis Bank as to the quantum and mode of settlement, we are unable toexpress an opinion whether the company has defaulted on the same.

12. Loans and Advances on the basis of securities

The company has not granted loans and advances on the basis of security by way of pledge of shares, debenturesand other securities.

13. Applicability of provisions to Chit fund, Nidhi/mutual benefit fund/societies: 4 (xiii)

The company is not a chit fund or a nidhi/mutual benefit fund/society hence the clause (xiii) of the Companies(Auditor’s Report) Order 2003 is not applicable to the company.

14. Trading in shares, securities debentures and other investments

According to the information and explanations given to us, The Company has not dealt in trading in shares andother investments during the year under review.

15. Guarantee given for others

According to the information and explanations given to us, the Company has not given any guarantee for loanstaken by others from banks or financial institutions. Accordingly clause (xv) of the Order is not applicable.

16. End use of term loans

According to the information and explanations given to us, The Company has not obtained term loan during theyear.

17. Preferential allotment of shares

The company has not made preferential allotment to any person referred in sec 301 of the companies act. The

price at which the allotment is made is not prejudicial to the interest of the company.

18. Debentures

The company has not issued any debenture during the period covered by our audit. Accordingly clause 4(xix)

of the order is not applicable.

19. End use of public issue proceeds

The company has not raised any funds on public issue hence there is no need for management disclosure.


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20. Reporting of Frauds:

According to the information and explanation given to us, no significant fraud on or by the company, that

causes a material misstatement to the financial statements, has been noticed or reported during the year.




Sd/-

R. Ravindran

Proprietor

M. No. 023829

Date: September 3, 2010

Place: Chennai


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KAASHYAP TECHNOLOGIES LIMITED

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

BALANCE SHEET AS AT 31ST MARCH 2010

PARTICULARS SCHEDULE NO. As at 31.03.2010 As at 31.03.2009

SOURCES OF FUNDS (Rs.) (Rs.)

1. Shareholders' Funds

a) Share Capital 1 69 78 31 908 48 57 51 908b) Reserves & Surplus 2 66 56 19 829 68 01 01 229

c) Share Warrants 2 00 00 000

2. Loan Funds

a) Secured Loans 3 7 12 82 791 7 13 98 073

b) Unsecured Loans 4 4 01 24 190 3 37 57 018

1 47 48 58 718 1 29 10 08 227

APPLICATION OF FUNDS

1. Fixed Assets

a) Gross Block 5 49 74 88 705 49 73 11 034

b) Less : Depreciation 6 13 34 443 1 07 90 711

c) Net Block 43 61 54 263 48 65 20 323

2. Investment at Cost 6 56 87 31 544 35 66 51 544

3. Current Assets, Loans & Advances

a) Sundry Debtors 7 31 35 42 053 27 20 32 250

b) Cash & Bank Balance 8 1 54 76 624 2 63 61 221

c) Work in Progress 2 50 02 093 2 31 73 108

d) Loans & Advances 9 17 72 20 614 18 18 42 060

53 12 41 384 50 34 08 639

Less : Current Liabilities & Provisions

a) Current Liabilities 10 4 01 90 350 4 11 75 764

b) Provisions 2 10 78 122 1 43 96 515

6 12 68 472 5 55 72 279

Net Current Assets 46 99 72 913 44 78 36 360

1 47 48 58 718 1 29 10 08 227


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BALANCE SHEET AS AT 31ST MARCH 2010


Notes on Accounts17

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

As per our Report of Even Dateattached

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



Sd/ Sd/- Sd/- Sd/-

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

Chairman & Managing Director Director Director Proprietor

M. No. 023829

Chennai, September 3, 2010


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PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31.03.2010

PARTICULARSSCHEDULE

NO.Year Ended31.03.2010

Year Ended31.03.2009

Income

Income from Operations 11 42 68 72 810 40 02 77 705

Other Income 12 7 04 409 5 09 62 219

42 75 77 219 45 12 39 924

Expenditure

Employee Cost 13 35 71 97 747 40 66 95 881

Interest & Financial Charges 14 64 85 305 77 22 112

Administrative and Other Expenses 15 4 00 77 426 5 42 71 573

Selling & Marketing Expenses 16 8 58 633 20 18 257

Depreciation 29 98 992 46 13 739

40 76 18 104 47 53 21 562

PROFIT BEFORE EXTRA-ORDINARY ITEMS 1 99 59 116 (2 40 81 638)

Extra-Ordinary Gain/ (Loss) (4 78 90 514) (4 78 90 514)

PROFIT BEFORE TAX (2 79 31 399) (7 19 72 152)

Provision for Tax

- Income Tax 65 50 000 -

- Fringe Benefit Tax - 3 72 280

- Deferred Tax Liability/ (Asset) - -

PROFIT AFTER TAX (3 44 81 399) (7 23 44 432)

Loss b/f from previous year (1 44 81 934) 5 78 62 498

Surplus / (Deficit) c/f to Balance Sheet (4 89 63 333) (1 44 81 934)


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PROFIT & LOSS ACCOUNT FOR THE YEAR ENDED 31.03.2010

PARTICULARSSCHEDULE



Notes on Accounts 17

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




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


Chairman & Managing Director Director Director ProprietorM. No. 023829



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SCHEDULES to Balance Sheet and Profit & Loss Account

As At31.03.2010

As At31.03.2009

(Rs.) (Rs.)

SCHEDULE - 1

SHARE CAPITAL

Authorised Share Capital

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

9,90,000 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 00 000

of Rs 100 each

100 00 00 000 100 00 00 000

Issued, Subscribed and Paid-up Share Capital

65,72,74,908 Equity Shares of Re. 1 each fully paid-up 65 72 74 908 44 51 94 908

4,00,00011% Redeemable Preference Shares of Rs.100 each

4 00 00 000 4 00 00 000

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

5 57 000 5 57 000

69 78 31 908 48 57 51 908

SCHEDULE - 2

RESERVES & SURPLUS

Share Premium Account 69 45 83 162 69 45 83 162

Capital Reserve 2 00 00 000

Profit & Loss Account (489 63 333) (144 81 933)

66 56 19 829 68 01 01 229

SCHEDULE - 3

SECURED LOANS

Hire Purchase loan from Bank 12 82 791 13 98 073

Loan from Bank 5 00 00 000 5 00 00 000

Loan from Others 2 00 00 000 2 00 00 000

7 12 82 791 7 13 98 073


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SCHEDULES FORMING PART OF THE ACCOUNTS

SCHEDULE - 4

UNSECURED LOANS

Loan from Financial Institutions

Loan from Others 4 01 24 190 3 37 57 018

4 01 24 190 3 37 57 018

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

Space Hospitals Limited 17 50 00 000 17 50 00 000

56 87 31 544 35 66 51 544

SCHEDULE - 7

SUNDRY DEBTORS

Sundry Debtors - Less than Six Months (Considered Good) 11 78 40 160 7 14 00 357

Sundry Debtors - More than Six Months 19 57 01 893 20 06 31 893

31 35 42 053 27 20 32 250

SCHEDULE - 8

CASH & BANK BALANCE

Cash in hand 30 159 8 80 698

Cash at Bank - in Current accounts 9 90 901 - 7 65 922

Fixed Deposits at Bank

Cash at Bank - in Overseas accounts 1 44 55 564 2 62 46 444

1 54 76 624 2 63 61 221

SCHEDULE - 9

LOANS & ADVANCES

Advances recoverable in Cash or in kind or value to be received 6 90 85 251 6 90 85 251

Student Fees Receivable 2 93 764 5 79 075

Other Advances 10 78 41 599 11 21 77 734

17 72 20 614 18 18 42 060

SCHEDULE - 10

CURRENT LIABILITIES

Creditors for Expenses 1 91 61 465 1 41 05 730

Creditors for Others

Advance received from Students 19 87 580

Deposits 2 10 28 885 2 50 82 454

4 01 90 350 4 11 75 764


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(Rs.) (Rs.)

SCHEDULE - 11

INCOME FROM OPERATIONS

Software Development & Consultancy 42 68 72 810 39 31 08 617

Training Income 71 69 088

42 68 72 810 40 02 77 705

SCHEDULE - 12

OTHER INCOME

Consultancy Fees Received 3 48 500 16 43 596

Forex Gain 4 78 51 399

Miscellaneous Income 2 65 059 12 89 000

Interest on Bank Deposits 18 858

Profit on Sale of FA 90 850 1 59 365

7 04 409 5 09 62 219

SCHEDULE - 13

EMPLOYEE COST

Staff compensation, Statutory & Other Benefits 35 46 97 247 39 64 97 970

Staff Welfare, Training etc. 2 61 205 7 49 853

Stipend 22 39 295 94 48 058

35 71 97 747 40 66 95 881

SCHEDULE - 14

INTEREST & FINANCIAL CHARGES

Interest and Financial Charges 60 17 844 56 85 822

Bank Charges 4 67 461 20 36 291

64 85 305 77 22 112

SCHEDULE - 15

ADMINISTRATIVE & OTHER EXPENSES

AGM / EGM Expenses 28 793 24 080

Advertisement Expenses 45 750 96 285

Bad Debts Written Off 84 74 016

GDR Issue Expenses 49 68 128

Other Administrative Expenses 1 48 399 11 75 918

Computer Maintenance Charges 27 826 1 20 876

Travelling & Conveyance 27 29 471 64 12 363

Professional & Consultancy Charges 71 17 162 85 52 038

Electricity Charges 71 732 11 73 014

Communication Expenses 16 66 633 34 02 762

Printing & Stationery 9 61 894 8 05 017

Miscellaneous Expenses 13 00 524 29 57 565


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Vehicle Insurance 63 857 46 034

Petrol & Vehicle Maintenance 23 36 322 19 93 497

Audit Remuneration 1 40 000 75 000

Legal Fees & Expenses 8 36 030 8 87 500

Listing & Other Fees 17 17 794 9 63 522

Repairs & Maintenance 2 60 450 1 31 196

Rent, Rates & Taxes 60 11 914 1 98 85 136

Books & Periodicals 2 26 008 21 47 645

Custom Duty 3 17 328

Office Maintenance 5 82 449 21 65 069

Legal Expenses

Postage 3 08 110 6 64 729

Website Maintenance 54 163 2 75 000

4 00 77 426 5 42 71 573

SCHEDULE - 16

SELLING & MARKETING EXPENSES

Business Development Expenses 8 58 633 20 37 195

Other Expenses (18 938)

8 58 633 20 18 257


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SIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS

SCHEDULE-17

Notes to the Balance Sheet as at March 31, 2010 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 concernbasis in accordance with generally accepted accounting principles applicable in India. The said financialstatements comply with the relevant provisions of the Companies Act and applicable Accounting Standards issuedby 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 affectsthe reported amount of assets and liabilities, the disclosure of contingent liabilities on the date of the financialstatements and the reported amount of revenues and expenses during the reported period. Actual results differfrom Estimates. Adjustment as a result of difference between actual and estimates are made prospectively inthe period in which results 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 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 over fiveyears being the useful life of the business undertaken.

d) Depreciation on Fixed Assets is provided on written down value method at the rates prescribed in ScheduleXIV of the 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 finishedgood of software except Work-in-progress as on the balance sheet date.



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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 thecourses.

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 lossaccount on the 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 arerenewable on periodic basis at the option of lessor and lessee. Payments in the form of rental advances aregrouped under loans and 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 ofcurrent tax, fringe benefit tax and deferred tax at the applicable enacted or substantively enacted rates.Current tax represents 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 thatthe assets will be realized in future. However, where there is unabsorbed depreciation or carried forward lossunder taxation laws, deferred tax assets are recognized only if there is virtual certainty of realization of assets.

l) Interim Financial Reporting

The company has adopted same accounting policies in preparation of interim financial statements as theyfollowed in preparation 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 anoutflow of resources will be required to settle the obligations, in respect of which a reliable estimate can bemade. Provisions are not discounted to its present value and are determined based on best estimate required to


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settle the obligation at the balance sheet date. These are reviewed at each balance sheet and adjusted toreflect the current best estimates.

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

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

B. NOTES ON ACCOUNTS:

1. Accounting Period

The period of accounts under review is of 12 months ended 31.3.2010

2. Acquisition of shares

The company has acquired 49% stake in Logistics Solutions Inc, USA for a consideration of Rs. 21,20,80,000/ -which is settled by allotment of 21,20,80,000 equity shares of the company at Re. 1/ - each.

3. Share Capital

The company has raised share capital by allotting 21,20,80,000 equity shares ofRe. 1/-each in exchange of 49% shares in Logistics Solutions Inc, USA.

4. Transfer of Share Warrants

The company has raised Equity share warrants in the financial year 2007- 08. At the option of the investor, thesewarrants were to be converted into equity shares within 18 months from the date of issue. i.e. before April 04,2009. The investor did not exercise the conversion option and hence the amount of Rs. 2,00,00,000/- was forfeitedand the same was transferred to capital reserve.

5. Investments

Long Term Investments are stated at cost. Provision for diminution in the value of long term investments is notcharged in the profit and loss account to recognize such decline other than temporary in investment value.

Investment incompanies

Relationship No. of shares Costprice

Value ofinvestments

(In Rs.)

Kaashyap InfraDevelopers Limited

Group Company/Sister concern

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

Kaashyap InterserveTechnologies Limited

Group company 29,96,848 43.93 13,16,51,544

Space Hospitals Limited Subsidiary 7,00,00,000 2.50 17,50,00,000Logistics Inc USA Division 21,20,80,000

6. Related Parties

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


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Related Party DirectorRelationship with

reporting enterprisesNature of

TransactionsKaashyap InfraDevelopers Ltd

A. GanesanDirector, relative ofManaging Director

Loan Granted

GV Films Ltd A. Venkatramani Managing Director Loan GrantedEyelight Events &Promotions (India) PvtLtd

A. Venkatramani Director Loan Borrowed

GV Films Ltd R. Gopalan Director Loan GrantedSpace Computer andSystems Limited

R. Gopalan DirectorLoan Granted

Space Hospitals Ltd(Subsidiary)

UshaVenkatramani

Wife of ManagingDirector

Loan Borrowed

Space Hospitals Limited - Subsidiary

Transactions during the year with related parties / Subsidiary

ParticularsOpeningBalance

AmountPaid

AmountReceived

ClosingBalance

GV Films Ltd 52,59,834 3,84,396 12,133 56,32,097Space Computer & Systems Ltd (14,70,700) 3,58,260 NIL (11,12,440)Kaashyap Infra Developers Ltd. 1,46,10,150 Nil 3,50,000 1,42,60,150Eyelight 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

7. Earnings per share

Basic EPS

Particulars 31.03.2010Net profit/loss attributable to the shareholders 1,21,95,686Weighted average outstanding number of shares 55,12,34,908Basic EPS 0.02

8. Taxes on Income

Deferred tax liability / Assets

Particulars 31.03.2010Depreciation as per Companies Act 29,98,992Depreciation as per Income Tax Act 21,20,316Timing Difference 8,78,676Deferred Tax Asset Nil

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

9. Audit Fees

Particulars 2009-2010 2008-2009Statutory Audit 1,00,000 50,000


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Tax Audit 30,000 15,000Certification & other matters 10,000 10,000

Total 1,40,000 75,000

10. 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 applicationmoney) 69 78 31 908Share Premium 69 45 83 162Reserves & Surplus -Long term loan 7 12 82 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.The permissible Managerial remuneration is Rs. 21,00,000/- or Rs. 1,75,000/- per month.

Managerial Remuneration Paid

Particulars 2009-2010 2008-2009Salary 15,05,640 15,05,640Perquisites 2,85,000 2,85,000Contribution to PF 9,360 9,360Managerial Remuneration Charged toProfit and Loss account

18,00,000 18,00,000

11. Business Segments

The Company has two geographical segments as under

Segment Capital Employed

(Rs.)

Turnover

(Rs.)

Profit/(Loss)

(Rs.)

India 35,27,91,908 6,59,350 (8,33,43,146)

USA 34,50,40,000 42,69,17,869 4,88,16,751

Total 69,78,31,908 42,75,77,219 (3,45,26,395)


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12. 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.

13. Disclosures under Listing Agreement

As required by the amendment to Clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of10thJanuary, 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 whichdirectors are interested : Refer Point 8 of Notes to

Accounts

14. 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 lakh per month, where employed for a part ofthe period is NIL.

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 particularsdoes not arise.

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 date




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





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CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2010

PARTICULARSYear Ended Year Ended

31.03.2010 31.03.2009

Rs. Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and Extra-ordinary Items (2 79 31 399) (7 19 72 151)

Adjustment for Depreciation 29 98 992 46 13 739

Amortisation of Goodwill 4 78 90 514

Provision for Taxation (65 50 000) (3 72 280)

Interest / Finance Charges 64 85 305 77 22 112

Operating Profit Before Working Capital Changes 2 28 93 413 (6 00 08 580)

Trade and other receivables (4 15 09 803) (10 20 22 298)

Loans & Advances 27 92 461 ( 9 51 856)

Trade payables 56 96 193 (1 39 37 943)

Cash Generated From Operations (1 01 27 737) (17 69 20 677)

Interest and Financial charges paid (64 85 305) (77 22 112)

Net cash from Operating Activities (1 66 13 042) (18 46 42 789)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (5 23 445) (6 84 36 447)

Investment (21 20 80 000) (5 83 75 645)

Net cash used in Investing Activities (21 26 03 445) (12 68 12 092)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Share Capital 21 20 80 000 8 60 99 273

Proceeds from Share Premium - 39 00 727

Proceeds from Long Term Borowings 62 51 890 49 59 095

Net Cash used in Financing Activities 21 83 31 890 9 49 59 095

Net Increase/(Decrease) in Cash & Cash equivalents (A+B+C) (1 08 84 597) (21 64 95 787)

At the beginning of the year 2 63 61 221 24 28 57 007

At the end of the year 1 54 76 624 2 63 61 221

(1 08 84 597) (21 64 95 787)

- 0


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CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.2010


31.03.2010 31.03.2009We have audited the above Cash Flow Statement of Kaashyap Technologies Limited derived from the auditedannual accounts for the year ended March 31, 2010 and found the same to be drawn in accordance therewithand also with the requirements of Clause 32 of the Listing Agreement with the Stock Exchanges.




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





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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 highestlevels of transparency, accountability and equity, in all facets of its operations, and in all its interactions with itsstakeholders, 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 BoardMeetings

Whetherattendedlast AGMheld on

11.06.08

No. ofdirectorship

in othercompanies

No. of committeeposition is held in other

Public companies

Held Attended Chairman Member

Mr. A. Venkatramani,Chairman & ManagingDirector

21.05.1997 08 08 Yes 2 - 2

Mr. A. Ganesan,Non-executive Director

30.10.1999 08 08 Yes 1 - -

Mr. Raghu TandraNon-executive Director

27.10.1998 08 05 No - - -

Mr. R. GopalanIndependent Director

04.10.2007 08 08 Yes 2 - 1

Mr. S. Thiruvengadam*Independent Director

25.02.2009 08 08 N.A - - -

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 capitaland other resources mobilization efforts are brought to the Board. The Board also regularly deliberates on the


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Company’s position in the Indian and global IT scenario and adopt and approves the strategy for medium and longterm growth.

The schedule of the Board Meeting for the ensuing financial year has been decided in advance, during last financialyear, the Board met Eight times on April 09, 2009, June 30, 2009, July 31, 2009, August 20, 2009, October 30, 2009,November 13, 2009, January 29, 2010 and March 19, 2010.

The Agenda for the Board Meetings are drafted by the Managing Director and the Company Secretary, in consultationwith the Chairman of the Board, as the case may be, the Agenda, along with all information, including statutoryinformation, relevant to the matters to be discussed is always sent well in advance to the Directors. The members ofthe Board can also suggest any Agenda item to the Chairman, which is taken as any other item after the circulateditems. Detailed Presentations are made at the Board Meetings by the managing Director on various strategic andoperational 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 ofthe Members 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 suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to theBoard;

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

reviewing the Company’s financial and risk management policies;

reviewing the functioning of the Whistle Blower mechanism;


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Composition of the Audit Committee as on the date of this report and details of meetings attended by the membersduring the year 2008-09 are given below:

Name Designation No. of Meetings

Held Attended

Mr. R. Gopalan Chairman 1 1

Mr. A. Ganesan Member 5 5

Mr. S. Thiruvengadam Member 1 1

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

During the year 2009-10, the committee met four times on June 27, 2009, July 29, 2009, October 30, 2009 andJanuary 29, 2010. 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 2009-10 are given below:


Held Attended

Mr. A. Ganesan Chairman 2 2

Mr. R. Gopalan Member 1 1

Mr. S. Thiruvengadam Member 1 1

During the year 2009-10, the committee met two times on May 3, 2009 and February 25, 2010.

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 RemunerationCommittee, are recommended by the Board. The ceiling on perquisites as percentage of salary, is fixed by the Board,within the prescribed ceiling, the perquisites package is approved by the Remuneration Committee.

Details of remuneration for 2009-10:

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.


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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:

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 thereuponissue share 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 bythe Company 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 1 1

Mr. A. Ganesan Member 2 2

Mr. R. Gopalan Member 1 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 2009-10, the committee met two times on June 30, 2008 and March 16, 2009.

During the financial year, there were 4 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 31,2010, which were subsequently taken up for transferand dematerialization.

GENERAL MEETINGS:

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


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Financial Year Date Time Special resolution passed

2005 – 06 January 05,2007(8th AGM)

12.15 P.M. -

2006 – 07 September 28,2007(9th AGM)

12.30 P.M. Appointment of Mr. A. Sivakumaran as Non-Executive Independent Director

2007 – 08 June 11, 2008(10th AGM)

12.15 P.M Issue of Equity shares on a preferential basis inorder to invest in the stake of Space HospitalsLimited.

Capitalisation of profits / reserves and issue ofBonus shares.

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

12.30 P.M Re-appointment of Managing Director

The 8th, 9th and 10th Annual General Meetings were held at New Woodlands Hotel (P) Ltd, 72-75, Dr. RadhakrishnaSalai Mylapore, Chennai - 600 004. The Resolutions were passed by show of hands at the above Annual GeneralMeetings 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

2005-06 February 15, 2006 11.00 A.M. Reduction of Capital Amendment of Memorandum of Association

2006-07 January 05, 2007 1.15 P.M. Issue of Global Depository Receipts / American DepositoryReceipts / Foreign Currency Convertible Bonds.

To give Loan and Guarantee to Body Corporates. Power to the Board of Directors to sell, lease or dispose of

whole or part of the undertakings, property, or assets ofthe Company in order to fund the business plan.

Power to Board of directors to borrow funds. Issue Equity shares / Convertible bonds / Debentures /

warrants to the shareholders on right basis. To delist the shares from Hyderabad and Calcutta Stock

exchanges.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$

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.


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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 2009-10, there were no material and commercial transactions, having a potential conflict ofinterest entered 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 theCompany by Stock, SEBI or any statutory or other authority on any matters relating to capital markets, during thelast three years.

d) Whistle Blower Policy:

The Company has been consistently adopting professional and transparent policies and practices in accordancewith the global standards of best practices and governance. As a part of implementing the global best practices,the Company has put in place a Whistle Blower Policy to enable the employees to participate in fosteringtransparent practices in the organisation. The Policy is put up on the Knowledge Management Portal of theCompany, which is an internal 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 samein terms 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.


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3. Shareholder Rights:

The quarterly and half yearly declaration of the financial performance are posted on the website of theCompany and 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 andthe Company’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.

8. Secretarial Audit:

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

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 theCompany’s Shares are listed. Besides, these are all given to press for information of the Public at large. Moreover,Company disseminates information through press meets and analyst meets. The above results are also hosted on theCompany website www.kaashyap.com

GENERAL SHAREHOLDER INFORMATION:

Sl.No.

Particulars Description

1. Financial Year April 1, 2009 – March 31,2010

2. Book closure date September 28,2010

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)


38 | P a g e

Sl.No.

Particulars Description

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 98.99 % of the Company’ share capital aredematerialized as on March 31, 2010

6. Dividend Payment Date No dividend declared.

7. Stock Code 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 12th Annual General Meeting

12. Quarterly Results (Tentative)For the First Quarter ending June 30,2010.

July 31, 2010

For the Second Quarter endingSeptember 30, 2010.

October 30, 2010

For the Third Quarter endingDecember 31, 2010.

Last week of January 2011

For the Fourth Quarter ending March31, 2011.

Last week of April 2011

13. Dematerialization of Shares About 98.99% of the outstanding shares have beendematerialized as on 31st March 2010.

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


39 | P a g e

STOCK MARKET DATA:

MonthBombay Stock Exchange Ltd.

High (Rs.) Low (Rs.)

April 2009 0.60 0.43

May 2009 1.21 0.48

June 2009 1.49 0.76

July 2009 0.95 0.64

August 2009 0.82 0.60

September 2009 0.88 0.71

October 2009 0.76 0.61

November 2009 0.73 0.56

December 2009 0.82 0.57

January 2010 0.92 0.58

February 2010 0.61 0.50

March 2010 0.59 0.48

There was no trading at Madras Stock Exchange Limited.

DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2010:

ShareholdingPattern

Shareholders Share Amount

Numbers Percentage to total Rupees Percentage tototal

Up to 500 62168 80.79 81110782.00 12.34

501-1,000 7369 9.58 52600451.00 8.00

1,001-2,000 4045 5.26 56011167.00 8.52

2,001-3,000 1346 1.75 33849476.00 5.15

3,001-4,000 467 0.61 16298807.00 2.48

4,001-5,000 378 0.49 17633381.00 2.68

5,001-10,000 664 0.86 47312556.00 7.20

10,001 and above 517 0.67 352458288.00 53.62

Total 76954 100.00 657274908.00 100.00

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 DepositoryServices Limited (CDSL). As on March 31, 2010, out of total 657,274,908 equity shares of the company 650,673,754equity shares representing 98.99% of total shares have been dematerialized. The detailed break-up of shares as onMarch 31, 2010 is as follows:

Particulars No. of equity shares Percentage

CDSL 191271558 29.10

NSDL 459402196 69.89

Physical 6601154 1.01

Total 657274908 100


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STATEMENT SHOWING SHAREHOLDING PATTERN

Scrip Code: 532283 Quarter Ended: March 31, 2010STATEMENT SHOWING – SHAREHOLDING PATTERN

Name of the Company: Kaashyap Technologies Limited

Scrip Code: 532283Name of the scrip, class of security:

Kaashyap, Equity SharesQuarter ended: March 31, 2010

Categorycode

Category ofShareholder

Numberof

Shareholders

Totalnumber

of shares

Number ofshares held indematerialized

form

Total shareholding as apercentage of totalnumber of shares

Shares Pledged orotherwise

encumbered

As apercentageof (A+B)1

As apercentage of

(A+B+C)

Number ofshares

As apercentag

e

(A)Shareholding ofPromoter and PromoterGroup2

1 Indian

(a)Individuals / HinduUndivided Family

2 58,52,542 20,72,699 0.89 0.89 20,72,699 35.42

(b)Central Government /State Government(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 58,52,542 20,72,699 0.89 0.89 20,72,699 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 0.00 0.00 0.00 0.00 0 0.00

Total Shareholding ofPromoter and PromoterGroup (A)= (A)(1)+(A)(2)

2 58,52,542 20,72,699 0.89 0.89 20,72,699 35.42

(B) Public shareholding

1 Institutions

(a) Mutual Funds/ UTI 3 8,050 - 0.00 0.00 - -

(b)Financial Institutions /Banks

6 27,816 27,816 0.00 0.00 - -

(c)Central Government/ StateGovernment(s)

- - - 0.00 0.00 - -

(d) Venture Capital Funds - - - 0.00 0.00 - -

(e) Insurance Companies - - - 0.00 0.00 - -

(f)Foreign InstitutionalInvestors

2 15,92,28,410 15,92,28,410 24.23 24.23 - -

(g)Foreign Venture CapitalInvestors

- - - 0.00 0.00 - -


41 | P a g e

Categorycode

Category ofShareholder

Numberof

Shareholders

Totalnumber

of shares

Number ofshares held indematerialized

form

Total shareholding as apercentage of totalnumber of shares

Shares Pledged orotherwise

encumbered

As apercentageof (A+B)1

As apercentage of

(A+B+C)

Number ofshares

As apercentag

e

(h) Any Other (specify) - - - 0.00 0.00 - -

Sub-total (B)(1) 11 15,92,64,276 15,92,56,226 24.23 24.23 - -

B 2 Non-institutions

(a) Bodies Corporate 973 9,22,66,681 9,22,09,889 14.04 14.04 - -

(b) Individuals

Ii. Individual shareholdersholding nominal sharecapital up to Rs.1 lakh

74,614 28,45,17,753 28,28,83,221 43.29 43.29 - -

II

ii. Individual shareholdersholding nominal sharecapital in excess of Rs.1lakh.

400 10,40,73,793 10,34,47,493 15.83 15.83 - -

(c) Any other (specify) –

a) Clearing Member 51 16,63,718 16,63,718 0.25 0.25 - -

b) NRI 231 91,52,047 91,37,301 1.39 1.39 - -

c) Trust - - - 0.00 0.00 - -

d) Others (OCB) 2 4,83,933 - 0.07 0.07 - -

Sub-total (B)(2) 76,271 49,21,57,925 48,93,41,622 74.88 74.88

(B)Total PublicShareholding(B)= (B)(1)+(B)(2)

76,282 65,14,22,201 64,85,97,848 99.11 99.11 - -

TOTAL (A)+(B) 76,284 65,72,74,743 65,06,70,547 100.00 100.00 20,72,699 0.32

(C)

Shares held byCustodians and againstwhich Depository Receiptshave been issued

1 165 165 0.00 0.00 - -

GRAND TOTAL(A)+(B)+(C)

76,285 65,72,74,908 65,06,70,712 100 100.00 20,72,699 0.32

(I)(b) STATEMENT SHOWING SHAREHOLDING OF PERSONS BELONGING TO THE CATEGORY “PROMOTER AND PROMOTER GROUP”

Sr. No.Name of theshareholder

Total Shares held Shares pledged or otherwise encumbered

Number

As apercentage of

grand total(A)+(B)+(C)

NumberAs a percentage(VI)=(V)/(III)*100

As a percentage of grandtotal

(A)+(B)+(C) of Sub- clause(I)(a)

(I) (II) (III) (IV) (V) (VII) (VII)

1. A. VENKATRAMANI 24,45,399 0.37 20,72,699 84.76 0.32

2. USHA VENKATRAMANI 34,07,143 0.52 NIL NIL 0.00

TOTAL 58,52,542 0.89 20,72,699 35.42 0.32

(I)(c) STATEMENT SHOWING SHAREHOLDING OF PERSONS BELONGING TO THE CATEGORY “PUBLIC” AND HOLDING MORE THAN 1% OF THE

TOTAL NUMBER OF SHARES

Sr. No. Name of the shareholder Number of sharesShares as a percentage of total number of

shares {i.e., Grand Total (A)+(B)+(C) indicatedin Statement at para (I)(a) above}

1. TAIB SECURITIES MAURITIUS LIMITED 15,92,28,410 24.23


42 | P a g e

Sr. No. Name of the shareholder Number of sharesShares as a percentage of total number of

shares {i.e., Grand Total (A)+(B)+(C) indicatedin Statement at para (I)(a) above}

2. RAJASTHAN GLOBAL SECURITIES LIMITED 1,08,20,973 1.65

3. ANGEL BROKING LIMITED. 92,15,875 1.40

3. RELIGARE SECURITIES LTD 66,56,360 1.01

TOTAL 18,59,21,618 28.29

(I)(d) STATEMENT SHOWING DETAILS OF LOCKED-IN SHARES

Sr. No. Name of the shareholderNumber of locked-in

shares

Locked-in shares as a percentage of totalnumber of shares {i.e., Grand Total (A)+(B)+(C)

indicated in Statement at para (I)(a) above}

1. USHA VENKATRAMANI 34,07,143 0.52

TOTAL 34,07,143 0.52

(II)(a) STATEMENT SHOWING DETAILS OF DEPOSITORY RECEIPTS (DRs)

Sr. No.Type of outstanding DR (ADRs,

GDRs, SDRs, etc.)

Number ofoutstanding

DRs

Number ofshares

underlyingoutstanding DRs

Shares underlying outstandingDRs as a percentage of totalnumber of shares {i.e., GrandTotal (A)+(B)+(C) indicated inStatement at para (I)(a) above}

1. GLOBAL DEPOSITORY RECEIPTS 0.00 165 0.00

TOTAL 0.00 165 0.00

(II)(b) STATEMENT SHOWING HOLDING OF DEPOSITORY RECEIPTS (DRS), WHERE UNDERLYING SHARES ARE IN EXCESS OF 1% OF THE TOTAL

NUMBER OF SHARES

Sr. No. Name of the DR HolderType of outstanding

DR (ADRs, GDRs,SDRs, etc.)

Number of sharesunderlying outstanding

DRs

Shares underlying outstandingDRs as a percentage of totalnumber of shares {i.e., GrandTotal (A)+(B)+(C) indicated in

Statement at Para (I)(a) above}

1. Nil Nil Nil Nil

TOTAL 0.00

For KAASHYAP TECHNOLOGIES LIMITED

Sd/-

S. ThiruvengadamDirector

Place: Alwarpet, ChennaiDate: July 20, 2010


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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 ourknowledge and 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 amaterial fact 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 intoby Kaashyap 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 tothe financial reporting, and have evaluated the effectiveness of these procedures in Kaashyap Technologies Ltd.We have disclosed to the auditors and the audit committee, deficiencies, if any, in the design or operation of suchinternal controls, of which we are aware and the steps that we have taken or propose to take to rectify thesedeficiencies.

4. I have disclosed, based on our most recent evaluation, wherever applicable, to the Company’s auditors and theAudit Committee 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 ofmatters involving misconduct, if any).

Sd/-Place : Chennai A. VENKATRAMANIDate : September 3, 2010 Chairman & Managing Director


44 | 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 affirmed compliance withthe Code of Conduct of the Company for the year ended March 31, 2010 as envisaged in Clause 49 of the listing agreement withStock Exchange.

Sd/-Place : Chennai A. VENKATRAMANIDate : September 3, 2010 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 the yearended March 31, 2010 as stipulated in Clause 49 of the Listing Agreement of the said Company with Stock Exchanges in India.

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

In my opinion and to the best of my information and explanations given to me, I certify that the Company has complied with theconditions 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 as per therecords 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

Proprietor

M. No. 023829

Place : ChennaiDate : September 3, 2010


45 | 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.GANESANDate : September 3, 2010 Chairman & Managing Director Director

L72300TN1997PLC038233 18

31.03.2010

NIL NIL

NIL NIL

1474858 1474858

697831 665619

71282 40124

436154 568731

469972 NIL

48963

(27931) (34481)

0

407618

Software Education, Training, Development and Software Consultancy

0

0


46 | P a g e

C O N S O L I D A T E D B A L A N C E S H E E T O F K A A S H Y A PT E C H N O L O G I E S L I M I T E D A N D I T S S U B S I D I A R Y

SPACE HOSPITALS LIMITED AS AT MARCH 31, 2010




a) Share Capital 1 69 78 31 908 48 57 51 908

b) Reserves & Surplus 2 64 35 20 036 66 86 73 861


2. Loan Funds

a) Secured Loans 3 7 12 82 791 7 13 98 073


1 45 45 80 507 1 28 02 72 365


1. Goodwill 10 58 90 026 10 58 90 026

2. Fixed Assets

a) Gross Block 5 55 10 47 388 55 08 28 717


c) Net Block 46 73 36 426 52 72 47 457



a) Inventories 11 83 264 11 83 264

b) Sundry Debtors 7 34 96 47 864 30 78 32 460

c) Cash & Bank Balance 8 1 55 42 893 2 64 17 871

d) Work in Progress 2 50 02 093 2 31 73 108

e) Loans & Advances 9 16 18 84 069 16 73 90 116

55 32 60 183 52 59 96 819



b) Provisions 2 10 78 122 1 57 50 706

6 56 37 673 6 05 17 503


5. Miscellaneous expenses to the extent notwritten off or adjusted 4 020

1 45 45 80 507 1 28 02 72 365


47 | P a g e

C O N S O L I D A T E D B A L A N C E S H E E T O F K A A S H Y A P T E C H N O L O G I E SL I M I T E D A N D I T S S U B S I D I A R Y

SPACE HOSPITALS LIMITED AS AT MARCH 31, 2010



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

As per our Report of Even Dateattached




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



M. No. 023829



48 | P a g e

C O N S O L I D A T E D P R O F I T A N D L O S S A C C O U N T O F K A A S H Y A PT E C H N O L O G I E S L I M I T E D A N D I T S S U B S I D I A R Y S P A C E H O S P I T A L S

L I M I T E D F O R T H E Y E A R E N D E D M A R C H 3 1 , 2 0 1 0

PARTICULARSSCHEDULE



Income


Other Income 12 7 04 409 5 09 62 218

42 91 00 670 45 44 02 118

Expenditure

Employee Cost 13 35 76 97 826 40 86 76 505




Depreciation 40 79 570 56 17 247

41 13 08 589 52 92 49 237


Extra-ordinary Gain/ (Loss) (5 63 95 907) ( 85 05 393)


Provision for Tax

- Income Tax 65 50 000

- Fringe Benefit Tax 4 19 288

- Deferred Tax Liability/ (Asset)

PROFIT AFTER TAX (4 51 53 826) (8 37 71 800)




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




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



M. No. 023829



49 | P a g e

S C H E D U L E S F O R M I N G P A R T O F C O N S O L I D A T E D A C C O U N T S

As At31.03.2010

As At31.03.2009

(Rs.) (Rs.)

SCHEDULE - 1

SHARE CAPITAL



9,90,00011% Redeemable Preference Shares of Rs.100each 9 90 00 000 9 90 00 000

10,00015% Cumulative Redeemable PreferenceShares 10 00 000 10 00 000

of Rs 100 each

100 00 00 000 100 00 00 000



4,00,00011% Redeemable Preference Shares of Rs.100each 4 00 00 000

4 00 00 000

5,570 15% Cumulative Redeemable PreferenceShares of Rs.100 each

5 57 000 5 57 000

69 78 31 908 48 57 51 908

SCHEDULE - 2

RESERVES & SURPLUS



Profit & Loss Account (7 10 63 126) (2 59 09 301)

64 35 20 036 66 86 73 861

SCHEDULE - 3

SECURED LOANS


Loan from Bank 5 00 00 000 5 00 00 000

Loan from Others 2 00 00 000 2 00 00 000

7 12 82 791 7 13 98 073

SCHEDULE - 4

UNSECURED LOANS

Loan from Others 4 19 45 772 3 44 48 524

4 19 45 772 3 44 48 524


50 | P a g e


SCHEDULE - 6





Space Hospitals Ltd

39 37 31 544 18 16 51 544

SCHEDULE - 7

SUNDRY DEBTORS



34 96 47 864 30 78 32 460

SCHEDULE - 8

CASH & BANK BALANCE

Cash in hand 30 310 8 81 311

Cash at Bank - in Current accounts 10 57 019 (7 09 884)


1 55 42 893 2 64 17 871

SCHEDULE - 9

LOANS & ADVANCES



Other Advances 9 11 81 104 9 72 30 018

16 18 84 069 16 73 90 116

SCHEDULE - 10

CURRENT LIABILITIES


Creditors for Others 13 21 333 19 35 470


Deposits 2 10 28 885 2 50 82 454

4 45 59 551 4 47 66 797


51 | P a g e




(Rs.) (Rs.)

SCHEDULE - 11




42 83 96 261 40 34 39 900

SCHEDULE - 12

OTHER INCOME






7 04 409 5 09 62 219

SCHEDULE - 13

EMPLOYEE COST



Stipend 22 39 295 94 48 058

35 76 97 826 40 86 76 505

SCHEDULE - 14



Bank Charges 4 70 968 20 39 661

65 20 783 77 64 503

SCHEDULE - 15




Bad Debts Written Off 84 74 016 4 78 90 514






Electricity Charges 2 91 395 14 33 612




52 | P a g e




(Rs.) (Rs.)




Audit Remuneration 2 00 000 1 35 000




Rent, Rates & Taxes 62 14 554 2 04 66 971



Office Maintenance 5 82 449 25 53 583Interest on

FBT 2 590

Postage 3 20 910 6 75 053


Income tax AY 2002-03 4 36 488

Connectivity Charges 1 48 000 8 17 783

Preliminary Expenses W/o 4 020 4 020

4 21 05 858 10 49 84 478

SCHEDULE - 16



Other Expenses 15 918 1 58 027

9 04 551 22 06 505


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AUDITOR’S REPORT TO THE BOARD OF DIRECTORS ON THE CONSOLIDATED FINANCIALSTATEMENTS OF KAASHYAP TECHNOLOGIES LIMITED AND SPACE HOSPITALS LIMITED, ITSSUBSIDIARY

1. We have audited the attached Consolidated Balance Sheet of KAASHYAP TECHNOLOGIES LIMITED and SPACE

HOSPITALS LIMITED as at March 31, 2010 and also the Consolidated Profit and Loss Account and the Cash Flow

Statement ended on that date annexed thereto. These financial statements are the responsibility of the company’s

management. Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

of material misstatement. An audit includes examining, on a test basis evidence supporting the amounts and

disclosures in the financial statements. An audit also includes assessing the accounting principles used and

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 Consolidated Financial Statements have been prepared by the management of the company in accordance with

the requirements of Accounting Standard (AS) 21 “Consolidated Financial Statements” issued by The Institute of

Chartered Accountants of India

4. In our opinion and according to the explanations given to us, the said accounts give the information required by the

Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the accounting

principle generally accepted in India subject to:

in the case of the Consolidated Balance Sheet, of the state of affairs of the Company and its subsidiaries as

at March 31, 2010.

in the case of the Consolidated Profit and Loss Account of the profit of the Company and its subsidiary for

the year ended on that date; and

in the case of the Cash Flow Statement, of the Cash Flows of the Company and its subsidiary for the year

ended on that date.




Sd/-

R. Ravindran

Proprietor

Chennai, September 3, 2010. M. No. 023829


54 | P a g e

CONSOLIDATED BALANCE SHEET OF KAASHYAP TECHNOLOGIES LIMITED AND ITS SUBSIDIARYSPACE HOSPITALS LIMITED AS AT MARCH 31, 2010

PARTICULARS SCHEDULE NO.As at

31.03.2010As at

31.03.2009



a) Share Capital 1 69 78 31 908 48 57 51 908

b) Reserves & Surplus 2 64 35 20 036 66 86 73 861


2. Loan Funds

a) Secured Loans 3 7 12 82 791 7 13 98 073


1 45 45 80 507 1 28 02 72 365


1. Goodwill 10 58 90 026 10 58 90 026

2. Fixed Assets

a) Gross Block 5 55 10 47 388 55 08 28 717


c) Net Block 46 73 36 426 52 72 47 457



a) Inventories 11 83 264 11 83 264

b) Sundry Debtors 7 34 96 47 864 30 78 32 460

c) Cash & Bank Balance 8 1 55 42 893 2 64 17 871

d) Work in Progress 2 50 02 093 2 31 73 108

e) Loans & Advances 9 16 18 84 069 16 73 90 116

55 32 60 183 52 59 96 819



b) Provisions 2 10 78 122 1 57 50 706

6 56 37 673 6 05 17 503


5. Miscellaneous expenses to the extent not written off or 4 020

adjusted

1 45 45 80 507 1 28 02 72 365


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

As per our Report of Even Date attached




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





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CONSOLIDATED PROFIT AND LOSS ACCOUNT OF KAASHYAP TECHNOLOGIES LIMITEDAND ITS SUBSIDIARY SPACE HOSPITALS LIMITED FOR THE YEAR ENDED MARCH 31, 2010

PARTICULARSSCHEDULE



Income


Other Income 12 7 04 409 5 09 62 218

42 91 00 670 45 44 02 118

Expenditure

Employee Cost 13 35 76 97 826 40 86 76 505




Depreciation 40 79 570 56 17 247

41 13 08 589 52 92 49 237


Extra-ordinary Gain/ (Loss) (5 63 95 907) ( 85 05 393)


Provision for Tax

- Income Tax 65 50 000

- Fringe Benefit Tax 4 19 288

- Deferred Tax Liability/ (Asset)

PROFIT AFTER TAX (4 51 53 826) (8 37 71 800)




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




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SCHEDULES FORMING PART OF CONSOLIDATED ACCOUNTS

As At31.03.2010

As At31.03.2009

(Rs.) (Rs.)

SCHEDULE - 1

SHARE CAPITAL




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




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

5 57 000 5 57 000

69 78 31 908 48 57 51 908

SCHEDULE - 2

RESERVES & SURPLUS



Profit & Loss Account (7 10 63 126) (2 59 09 301)

64 35 20 036 66 86 73 861

SCHEDULE - 3

SECURED LOANS


Loan from Bank 5 00 00 000 5 00 00 000

Loan from Others 2 00 00 000 2 00 00 000

7 12 82 791 7 13 98 073

SCHEDULE - 4

UNSECURED LOANS

Loan from Others 4 19 45 772 3 44 48 524

4 19 45 772 3 44 48 524

SCHEDULE - 6





Space Hospitals Ltd 39 37 31 544 18 16 51 544


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As At31.03.2010

As At31.03.2009

(Rs.) (Rs.)

SCHEDULE – 7

SUNDRY DEBTORS



34 96 47 864 30 78 32 460

SCHEDULE - 8

CASH & BANK BALANCE

Cash in hand 30 310 8 81 311

Cash at Bank - in Current accounts 10 57 019 (7 09 884)


1 55 42 893 2 64 17 871

SCHEDULE - 9

LOANS & ADVANCES



Other Advances 9 11 81 104 9 72 30 018

16 18 84 069 16 73 90 116

SCHEDULE - 10

CURRENT LIABILITIES


Creditors for Others 13 21 333 19 35 470


Deposits 2 10 28 885 2 50 82 454

4 45 59 551 4 47 66 797

SCHEDULE - 11




42 83 96 261 40 34 39 900

SCHEDULE - 12

OTHER INCOME






7 04 409 5 09 62 219


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As At31.03.2010

As At31.03.2009

(Rs.) (Rs.)

SCHEDULE - 13

EMPLOYEE COST



Stipend 22 39 295 94 48 058

35 76 97 826 40 86 76 505

SCHEDULE - 14



Bank Charges 4 70 968 20 39 661

65 20 783 77 64 503

SCHEDULE - 15




Bad Debts Written Off 84 74 016 4 78 90 514






Electricity Charges 2 91 395 14 33 612






Audit Remuneration 2 00 000 1 35 000




Rent, Rates & Taxes 62 14 554 2 04 66 971



Office Maintenance 5 82 449 25 53 583

Interest on FBT 2 590

Postage 3 20 910 6 75 053


Income tax AY 2002-03 4 36 488

Connectivity Charges 1 48 000 8 17 783

Preliminary Expenses W/o 4 020 4 020

4 21 05 858 10 49 84 478


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As At31.03.2010

As At31.03.2009

(Rs.) (Rs.)

SCHEDULE - 16



Other Expenses 15 918 1 58 027

9 04 551 22 06 505


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SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO CONSOLIDATED ACCOUNTSSIGNIFICANT ACCOUNTING POLICIES & NOTES ON ACCOUNTS

SCHEDULE-17

Notes to the Consolidated Balance Sheet as at March 31, 2010 and Consolidated Profit and Loss Account for theyear 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 concernbasis in accordance with generally accepted accounting principles applicable in India. The said financialstatements comply with the relevant provisions of the Companies Act and applicable Accounting Standards issuedby 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 affectsthe reported amount of assets and liabilities, the disclosure of contingent liabilities on the date of the financialstatements and the reported amount of revenues and expenses during the reported period. Actual results differfrom Estimates. Adjustment as a result of difference between actual and estimates are made prospectively inthe period in which results are known /dematerialized.

d) Principles of Consolidation

(i) 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:

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

(iii) 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

(iv) 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 assets asa separate item from liabilities in the consolidated Balance Sheet.

(v) The Consolidated Financial statements are prepared using uniform Accounting policies for like transactionsand other events in similar circumstances and are presented in the same manner as the stand alone financialstatement of the Company

(vi) Investments other than in subsidiary are accounted as per AS 13 “Accounting for Investments


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e) Fixed / Intangible Assets and Depreciation

i) 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.

ii) 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.

iii) Goodwill arising on acquisition of the division at foreign country is stated at cost and it is amortized over fiveyears being the useful life of the business undertaken.

iv) Goodwill arising on acquisition, forming part of Fixed Assets of the Subsidiary is equally amortized over fiveyears being the useful life of the business undertaken.

v) Goodwill arising on consolidation is not subject to amortization.

vi) Depreciation on Fixed Assets is provided on written down value method at the rates prescribed in ScheduleXIV of the Companies Act, 1956 on monthly pro rata basis.

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

viii) Intangible assets, namely Goodwill are amortized equally over the estimated useful life of the assets. The lifeof amortization 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 good of software except Work-in-progress as on the balance sheet date.


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:

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

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

iii) Revenue from Telemedicine services are recognised on accrual basis upon completion of such services.

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 actuarialvaluation.


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j) Borrowing Cost

Borrowing Cost directly attributable to the acquisition or construction of qualifying assets capitalized. 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 arerenewable on periodic basis at the option of lessor and lessee. Payments in the form of rental advances aregrouped under loans and 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 ofcurrent tax, fringe benefit tax and deferred tax at the applicable enacted or substantively enacted rates.Current tax represents 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 thatthe assets will be realized in future. However, where there is unabsorbed depreciation or carried forward lossunder taxation 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 theyfollowed in preparation 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 anoutflow of resources will be required to settle the obligations, in respect of which a reliable estimate can bemade. Provisions are not discounted to its present value and are determined based on best estimate required tosettle the obligation at the balance sheet date. These are reviewed at each balance sheet and adjusted toreflect the current best estimates.

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

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

B. NOTES ON ACCOUNTS:

1. Accounting Period

The period of accounts under review is of 12 months ended 31.3.2010

2. Acquisition of shares

The company has acquired 49% stake in Logistics Solutions Inc, USA for a consideration of Rs. 21,20,80,000/ -


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which is settled by allotment of 21,20,80,000 equity shares of the company at Re. 1/ - each.

3. Share Capital

The company has raised share capital by allotting 21,20,80,000 equity shares of Re. 1/ -each in exchange of 49%shares in Logistics Solutions Inc, USA.

4. Transfer of Share Warrants

The company has raised Equity share warrants in the financial year 2007 08. At the option of the investor, thesewarrants were to be converted into equity shares within 18 months from the date of issue. i.e. before April 04,2009. The investor did not exercise the conversion option and hence the amount of Rs. 2,00,00,000/- was forfeitedand the same was transferred to capital reserve.

5. Prior period Income / Expense

Income and expenditure pertaining to earlier year is recognised in the current year. The details of prior perioditems are as under:

Consultancy Fees : Rs. 2,316/-

6. Investments

Long Term Investments are stated at cost. Provision for diminution in the value of long term investments is notcharged in the profit and loss account to recognize such decline other than temporary in investment value.

Investment incompanies

Relationship withcompanies

No. of shares Costprice

Value ofinvestments

(In Rs.)


Group Company/Sister concern

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

Kaashyap InterserveTechnologies Limited

Group company 29,96,848 43.93 13,16,51,544

Logistics Inc USA Division 21,20,80,000

7. Related Parties

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

Related Party Director Relationship withreporting enterprises

Nature ofTransactions


A. Ganesan Director, relative ofManaging Director

Loan Granted

GV Films Limited A. Venkatramani Managing Director Loan GrantedEyelight Events &Promotions (India)Pvt Ltd

A. Venkatramani Director Loan Borrowed

GV Films Limited R. Gopalan Director Loan GrantedSpace Computerand SystemsLimited

R. Gopalan Director Loan Granted


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Transactions during the year with related parties

Particulars OpeningBalance

AmountPaid

AmountReceived

ClosingBalance

GV Films Ltd 52,59,834 3,84,396 12,133 56,32,097Space Computer & Systems Ltd (14,70,700

)3,58,260 NIL (11,12,440)

Eyelight Events & Promotions(India) Pvt Ltd

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

Kaashyap Infra Developers Ltd. 1,46,10,150

Nil 3,50,000 1,42,60,150

The details of subsidiary are as follows

Name of the Subsidiary Country of Incorporation % of HoldingSpace Hospitals Limited India 100%

8. 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

9. Earnings per share

Basic EPS

Particulars 31.03.2010Net profit/loss attributable to the shareholders (4,51,98,822)Weighted average outstanding number of shares 55,12,34,908Basic EPS NIL

10. Taxes on Income

Deferred tax liability / Assets

Holding Company

Particulars 31.03.2010Depreciation as per Companies Act 29,98,992Depreciation as per Income Tax Act 21,20,316Timing Difference 8,78,676Deferred Tax Asset Nil



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Subsidiary Company

Particulars 31.03.2010Depreciation as per Companies Act 10,80,578Depreciation as per Income Tax Act 4,07,647Timing Difference (6,72,931)Deferred Tax Asset Nil


11. Audit Fees

Particulars HoldingCompany

SubsidiaryCompany

HoldingCompany

SubsidiaryCompany

(2009-10) (2008-09)Statutory Audit 1,00,000 30,000 50,000 30,000Tax Audit 30,000 20,000 15,000 20,000Certification & other matters 10,000 10,000 10,000 10,000

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

12. Remuneration to Managing Director Mr. A. Venkatramani

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

Paid up share capital (excluding share applicationmoney) 69 78 31 908Share Premium 69 45 83 162Reserves & Surplus -Long term loan 7 12 82 791Deposits repayable after one year 4 19 45 772

Total 150 38 22 051

Less: Investments 39 37 31 544Accumulated Loss not written off 7 10 63 126Preliminary expenses not written off -

Total 46 47 94 670

Effective Capital 1 04 08 48 963

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.

Managerial remuneration paid

Particulars 2009-2010 2008-2009Salary 15,05,640 15,05,640Perquisites 2,85,000 2,85,000


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Contribution to PF 9,360 9,360Managerial Remuneration Charged toProfit and Loss account

18,00,000 18,00,000

13. Business Segments

The Company has two geographical segments as under

Segment Capital Employed

(Rs.)

Turnover

(Rs.)

Profit/(Loss)

(Rs.)

India 35,27,91,908 6,59,350 (8,33,43,146)

USA 34,50,40,000 42,69,17,869 4,88,16,751

Total 69,78,31,908 42,75,77,219 (3,45,26,395)

14. 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.

15. Disclosures under Listing Agreement

As required by the amendment to Clause 32 of the listing agreement vide SEBI circular no. 2 / 2003 of10thJanuary, 2003, the following disclosure has been made.

Loans and advances:

v) Loan to Subsidiaries: Space Hospitals Limited : Rs. 1,66,72,052vi) Loan to Associates : NILvii) Non-charging of interest: GV Films Limited : Rs. 56,32,097vii) Loan to Firms / Companies in which directors

are interested : Refer Point 8 of Notes to Accounts

16. 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 lakh per month, where employed for a part of

the period is NIL.


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17.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 particularsdoes not arise.

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

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

Signature to Schedules 1 to 17

As per our attached Report of even date

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


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CONSOLIDATED CASH FLOW STATEMENT OF KAASHYAP TECHNOLOGIES LIMITEDAND ITS SUBSIDIARY SPACE HOSPITALS LIMITED FOR THE YEAR ENDED MARCH 31, 2010


31.03.2010 31.03.2009

Rs. Rs.

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Tax and Extra-ordinary Items (3 86 03 826) (8 33 52 512)

Adjustment for Depreciation 40 79 570 56 17 247

Goodwill Amortisation 5 63 95 907 85 05 393

Provision for Taxation (65 50 000) (4 19 288)

Miscellaneous expenses w/o 4 020 4 020

Interest / Finance Charges 65 20 783 77 80 731

Operating Profit Before Working Capital Changes 2 18 46 455 (6 18 64 407)

Trade and other receivables (4 36 44 389) (10 42 64 831)

Loans & Advances 55 06 047 1 37 44 565

Trade payables 51 20 170 (1 44 64 200)

Cash Generated From Operations (1 11 71 718) (16 68 48 873)

Interest and Financial charges paid (65 20 783) (77 80 731)

Net cash from Operating Activities (1 76 92 501) (17 46 29 604)

B. CASH FLOW FROM INVESTING ACTIVITIES

Purchase of fixed assets (5 64 445) (6 84 73 514)

Investment(21 20 80

000) (5 83 75 645)

Net cash used in Investing Activities(21 26 44

445) (12 68 49 159)

C. CASH FLOW FROM FINANCING ACTIVITIES

Proceeds from Share Capital 21 20 80 000 8 60 99 273

Proceeds from Share Premium - 39 00 727

Proceeds from Long Term Borowings 73 81 966 (39 22 046)

Net Cash used in Financing Activities 21 94 61 966 8 60 77 954

Net Increase/(Decrease) in Cash & Cash equivalants (A+B+C) (1 08 74 980) (21 54 00 810)

At the beginning of the year 2 64 17 872 24 18 18 682

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

(1 08 74 980) (21 54 00 810)

We have audited the above Cash Flow Statement of Kaashyap Technologies Limited derived from the auditedannual accounts for the year ended March 31, 2010 and found the same to be drawn in accordance therewith andalso with the requirements of Clause 32 of the Listing Agreement with the Stock Exchanges.

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


Firm Registration No.003222S

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

A. Venkatramani A. Ganesan S Thiruvengadam R. Ravindran


M. No. 023289



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

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 Twelfth Annual General Meeting of Kaashyap Technologies Limited held at 11.30A. M. on Monday, September 27, 2010, at Shri Rajasthani Jain Samaj, “Dr. C.L. Metha Hall”, New No. 131 (Old No. 66), Sir

Thyagaraya Road, T. Nagar, Chennai – 600 017

Signed this _____ day of __________________ 2010. Signature of Member / Proxy

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

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

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 Twelfth

Annual General Meeting of the Company to be held at Shri Rajasthani Jain Samaj, “Dr. C.L. Metha Hall” on Monday, September

27, 2010 at 11.30 A.M and at any adjourned meeting thereof.

Signed this ________ day of __________________ 2010.

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 hoursbefore the commencement of the aforesaid Meeting

Please affix1 RupeeRevenue

Stamp

KAASHYAP TECHNOLOGIES LTD.

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