eClerx Services Private Limited

th

Annual Report

2006-2007

DIRECTORS REPORT

To The M e m b e r s , Eclerx Services P r i v a t e L i m i t e d Dear M e m b e r s , Your Directors p r e s e n t their S e v e n t h A n n u a l R e p o r t for t h e y e a r e n d e d 3 1 M a r c h 2007, together w i t h t h e A u d i t e d S t a t e m e n t of A c c o u n t s for t h e y e a r e n d e d as on t h a t date.
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FINANCIAL RESULTS: The o p e r a t i n g results of the c o m p a n y for the year are as follows: For the period ended on 31 M a r c h 2007 862,339,882 399,425,927 2,700,000 396,725,927 79,782,086 202,500,000 28,400,625 For t h e p e r i o d ended on 31 M a r c h 20C6. 476,863,028 246,547,848 1,925,000 244,622,848 44,881,900 75,937,500 86,062,500 10,650,234 12,070,266 2,162 25,000,000 79,782,086

s t

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Revenue Profit / (Loss) before tax Less: Provision for Tax Provision for Fringe Benefit Tax Profit After tax A d d : Balance b / f Less: m t e r i m D i v i d e n d Proposed Dividend Tax o n I n t e r i m D i v i d e n d Provision for Tax on P r o p o s e d . Dividend Short / Excess P r o v i s i o n for Tax Transfer to G e n e r a l Reserves Balance C a r r i e d to Balance S h e e t

41,471 40,000,000 205,565,917

DIVIDENDS:
Your Directors r e c o m m e n d t h e m t e r i m d i v i d e n d a l r e a d y p a i d a s t h e final d i v i d e n d for the y e a r u n d e r r e v i e w .

PARTICULARS OF EMPLOYEES: The particulars of employees as required by Section 217 (2A) of the Companies Act,1956 read with the Companies (Particulars of Employees) Rules,1975,is given below:
Sr 1 Name P.D.Mundhra Designation Executive Directot Remuneration Rs.88,00,000/Qualification MBA Date of employment l' April 2006
5

Experience 10

Age 34

Last Employment NIL

DIRECTORS RESPONSIBILITY STATEMENT: The Directors confirm: a) That in the preparation of the annual accounts, the applicable accounting standards have been m a d e followed and that no material departures have been made for the same; b) That the selected accounting policies were applied consistently and m a d e judgments and estimates that are reasonable a n d p r u d e n t so as to give a true and fair view of the state of affairs of the company as at March 31, 2007 and of the Loss of the C o m p a n y for the year ended on that date; c) That proper a n d sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) That the annual accounts have been prepared on a going concern basis.

PARTICULARS OF DEPOSITS: The Company has not accepted any deposits from the public as contemplated under section 58 A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, 1975.

SECTION 217(1) (e) OF T H E C O M P A N I E S ACT 1956: Additional information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo as required to be disclosed in terms of Section 217(1) (e) of

the Companies Act 1956 read with Companies (Disclosure of particulars in the report of Board of Directors) Rule 1986 is not given since the C o m p a n y has not dealt in any of the areas specified therein.

AUDITORS: M / s C M . Gabawala & Co., Chartered Accountants h a d e x p r e s s e d t h e i r u n w i l l i n g n e s s t o c o n t i n u e a s S t a t u t o r y A u d i t o r s a n d t h e i r t e r m expired a t t h e A n n u a l G e n e r a l M e e t i n g , Accordingly B o a r d r e c o m m e n d s t h e a p p o i n t m e n t o f M / s W a l k e r C h a n d i o k 8 s Co, C h a r t e r e d A c c o u n t a n t s a s S t a t u t o r y A u d i t o r s for the financial year 2007-08. ACKNOWLEDGEMENT: Your Directors take this opportunity to thank all the employees, shareholders, bankers of the Company, Financial Institutions, other Government Departments and Agencies, consultants & advisors auditors and others for their continuous support, co-operation and guidance.

On Behalf of the Board of Directors

Date: 25"' July, 2007 Place: M u m b a i

C. M. GABHAWALA & CO. (*>

CHARTERED ACCOUNTANTS
4 2 , Nanik N i w a s , 3 0 , Dr. D . D . Sathe M a r g , Girgaum, Phone : 2 3 8 2 3 9 2 3 / 2 3 8 2 4641 / 2 3 8 4 1752 ermail | cm8co@hathway.com M U M B A I - 4 0 0 004. Fax t 2 3 8 5 0 9 3 1

AUDITORS * RETORT To, The Members of eClerx Services Private limited 1. We have audited the attached Balance Sheet of eClerx Services-Private Limited as at 3 1 March, 2007 and the annexed Profit & Loss Account for the year 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.
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2.

We conducted the 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 the audit provides a reasonable basis for our opinion.

3. As required by the Companies (Auditors Report) Order, 2003 issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Companies Act, 19^6, we enclose in the Annexure a statement on the matters specified in paragraphs 4 & 5 of the said Order. 4 Further to our comments in the Annexure referred to above, we report that: (i) We have obtained all the information and explanation which to the besi of our knowledge and belief were necessary for the purpose of our audit; In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. The Balance Sheet and Profit and Loss account dealt with by this report are in agreement with the books cf accounts. In our opinion, the Balance sheet and Profit and Loss account dealt with by this report comply with the accounting standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956; On the basis of written representations received from the directors, as on 31st March, 2007 and taken on record by the Board of Directors, we report that none of the directors are disqualified as on 3 1 ' March 2006 from being appointed as a director in terms of clause (g) cf sub-section (1) of section 274 of the C o m p a n i e s Act 1956; X5^ ?X
s 4

(ii)

(iii)

(iv)

(v)

CHARTERED ACCOUNTANTS C. M. GABHAWALA & CO. c^-i

4 2 , Nanik Niwas, 3 0 , Dr. D. D. Sathe Marg, Girgaum, Phone : 2 3 8 2 3 9 2 3 / 2382 4641 / 2 3 8 4 1752 M U M B A I - 4 0 0 004. Fax : 2385 0S31

e-tnail i c m g c o @ h 3 t h w a y . c o m

-2(vi) In our opinion and to the best of our information and according to the explanation given to us, the said accounts gives 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 principles generally accepted in India. (a) In the case of the Balance Sheet, 31 M A R C H , 2007; and
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of state of affairs of the Company as at

(b) In the case of the Profit and Loss Account, of the Profit ended on that date;

for the year

(c) In the Case of Cash Flow Statement, of the Cash Flows For the year ended on that date.

For C M. G A B H A W A L A & C O . CHARTERED ACCOUNTANTS

(Biren C. Gabhawaia) Partner M. No. 40496 Pl?.ce : M u m b a i Dated ; 2 5 July, 2007

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II'-**** *

C. M. GABHAWALA & CO. <* > >

CHARTERED ACCOUNTANTS
4 2 , Nanik Niwas, 3 0 , Dr. D. D. Sathe M a r g , Girgaum, M U M B A I - 4 0 0 0 0 4 . Phone : 2 3 8 2 3 9 2 3 / 2 3 8 2 464'i / 2 3 8 4 1752 Fax : 2385 0 9 3 1 e-maii I cmco@hathway,com

ANNEXURE TO AUDITORS' R E P O R T

R e : eClerx Services Private Limited Referred to in paragraph 3 of our report of even date (i) (a) The Company has maintained proper records showing full particulars including quantitative details and situations of the fixed assets. The Company conducts physical verification of fixed assets in phase wise manner. Out of the total fixed assets, only part is completed. No material discrepancies were noticed on such verification. During the year, the company has not disposed off any major part of Fixed Assets. The Company does not have any inventories of goods, hence clause 4(ii)(a), (b), (c) of Companies ( A u d i t o r ' s R e p o r t ) order, 2003 is not applicable. The C o m p a n y has taken loan from one party covered in the register maintained under section 301 of the Companies Act, 1956 and the amount involved in the transaction during the year was Rs. 39,200,000. In our opinion and according to information and explanations given to us, there is adequate internal control system commensurate with the size of the company and the nature of its business with regard to, purchases of fixed assets and for rendering the services. No major weaknesses have been noticed in the internal control system, during the course of audit. (a) According to the information and explanations given to us, we are of the opinion that the particulars of contracts or arrangements referred to in section 301 of the act have been entered into the register required to be maintained under that section. In our opinion and according to the information and explanations given to us, the transactions m a d e in pursuance of contracts or arrangements entered in the register maintained under section 301 of the Companies Act, 1956 and exceeding the value of rupees five lakhs in respect of party during the year have been made at prices which are prima facie reasonable having regard to prevailing market prices at the relevant time. The company has not accepted any public deposits during the year under review. Accordingly, provisions of clause 4(vi) of Companies (Auditor's Report) order, 2003 is not applicable.

(b)

(c)

(ii)

(a)

(iii)

(a)

(iv)

(v)

(b)

CO. CHARTERED ACCOUNTANTS

4 2 , Nanik Niwas, 3 0 , Dr. D. D. Sathe M a r g , Girgaum, Phone t 2 3 8 2 3923 / 2 3 8 2 4641 / 2 3 8 4 1752 e-mail i c m f c o @ h a t h w a y . c o m

(Regd.)

M U M B A I - 4 0 0 004.

Fax : 2 3 8 5 0 9 3 1

. -2(vii) The Company does not have any formal internal audit system, however it has adequate internal controls to commensurate with its size and nature of business, which ensures reasonable checks on its financial and other matters. The Central Government has not prescribed any cost records to be maintained by the company, hence clause 4(viii) of C o m p a n i e s (auditor's Report) order, 2003 is not applicable. (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including income tax, sales tax and other material statutory dues applicable to it. According to the information and explanations given to us, no -undisputed amounts payable in respect of income tax, sales tax were in arrears, as at 3 1 March, 2007 for a period of more than six months from the date they became payable.
s1

(viii)

(ix)

(b)

According to the information and explanation given to us, there are no dues of income tax, sales tax which have not been deposited on account of any dispute. The company does not have any accumulated losses as at 3 1 March, 2007. The company has not incurred any cash loss during the financial year covered by our audit and also in the immediately preceding financial year. The company has neither borrowed funds from financial institutions, banks nor issued any debentures. Hence, clause 4(xi) of C o m p a n i e s (Auditor's Report) order, 2003 is not applicable. The company has not granted any loans and advances on the basis of securities by way of pledge of shares, debentures and any other securities. Hence, clause 4(xii) of Companies (Auditor's Report) order, 2003 is not applicable.
x s t

(x)

(xi)

(xiii)

In our opinion, the company is not a chit fund or a nidhi / mutual benefit fund/society. Hence, clause 4(xiii) of companies (Auditor's Report) order, 2003 is not applicable. In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. Hence, clause 4(xiv) of Companies (Auditor's Report) order, 2003 is not applicable. The company has not given any guarantee for loans taken by others from banks or financial institutions. Hence, clause, v(xiv) of Companies (Auditor's Report) order, 2003 is not applicable. The company has not taken any term loans during the year. Hence, c l a u s e / ^
6

(xiv)

(xv)

. GABHAWALA & CO. <<<) *

CHARTERED ACCOUNTANTS
Nanik Niwas, 3 0 , Dr. D. D. Sathe M a r g , Girgaum, Phone { 2 3 8 2 3 9 2 3 / 2 3 8 2 4641 / 2 3 8 4 1752 M U M B A I - 4 0 0 004. Fax : 2385 0 9 3 1 e-maii I cmgco@hathway.com

(xvii)

According to the information and explanations given to us and on an overall examinations of the balance sheet of the company, we report that no funds raised on short term basis have been used for long term investment company. According to information and explanations given to us, the company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Act. Hence, clause 4(xviii) of Companies (Auditor's Report) order, 2003 is not applicable. The company has not issued any debentures. Hence clause 4(xix) of Companies (Auditor's Report) order, 2003 is not applicable. The company has not made any public issues during the year. Hence clause 4(xx) of Companies (Auditor's Report) order, 2003 is not applicable. Based on the audit procedures performed and according to the information and explanations given to us, no fraud on or by the company has been noticed or reported during the year. For C. JVI. G A B H A W A L A & CO. CHARTERED ACCOUNTANTS

(xviii)

(xix)

(xx)

(xxi)

...... ---

rN

PLACE : Mumbai D A T E : 2 5 July, 2007

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eClerx Services Pvt. Ltd.

B A L A N C E S H E E T A S A T 3 1 S T M A R C H . 2007 SCHEDULE Current Year RS PREVIOUS YEAR RS

PARTICULARS SOURCE OF FUNDS Share Holder's F u n d s : Share Capital Stock Option Oustanding Reserves & Surplus

A B

10,125,000 186,871 283,190,917 293,502,788 293,502,788

10,125,000 49,691 117,407,086 127,581,777 127,581,777

TOTAL APPLICATION OF FUNDS Fixed Assets Gross Block Less : Depreciation Net Block

FUNDS

EMPLOYED

142,911,743 66,377,329 76,534,414 400,000

115,202,512 34,256,099 30,946,413

Closing W I P including Capital Advances Investments Current Assets. Loans & Advances Unbilled Revenue Cash & Bank Balance Sundry Debtors Loans & A d v a n c e s Less : Current Liabilities & Provisions a) Current Liabilities b) Provisions E F G H D

12,624,382

21,885

65,782,549 73,510,798 119,235,271 19,973,410 278,502,028 23,089,151 38,866,389 61,955,540

30,712,055 59,037,591 66,367,516 12,908,249 169,025,412 4,456,665 130,557,766 135,014,431 34,010,981 127,581,777

Net Current Assets TOTAL FUNDS APPLIED i

216,546,488 293,502,788

Significant accounting policies, Notes to A c c o u n t s ana Schedules referred to herein form an integral part of Balance Sheet As per our report of even date For C. M. G a b h a w a l a & Co CharterecLAccountantS/^^N

For eClerx Services P^t.Ltd.

(Biren C G a b h a w a l a ) (Partner) (M. No. 40496) Place : M u m b a i Date : 25th July 2 0 0 7

^vTT\
/ ^ ^ / X H f ^

-^PTDTMundhra) Director

(Anjin Malik)
Director

eCIerx Services Pvt. Ltd.

PARTICULARS INCOME Services Unbilled Revenue Other Income SCHEDULE CURRENT YEAR RS PREVIOUS YEAR RS ,

795,415,476 65,782,549 1,141,857 862,339,882

441,268,796 30,712,055 4,882,176 476,863,028

EXPENSES Payment to & provision for employees Administrative expenses Selling and Distribution expenses

K L M

245,467,527 165,886,848 19,412,457 430,766,832 431,573,050 32,147,123 399,425,927

125,059,379 81,357,616 8,754,737 215,171,731 261,691,297 15,143,449 246,547,848

NET PROFIT BEFORE DEPRECIATION &TAXES Depreciation NET PROFIT AFTER DEPRECIATION BEFORE TAXES Less : Provision for Taxation a) Current Tax b) Deferred Tax c) Fringe Benefit Tax

>

2,700,000 2,700,000 396,725,927 79,782,086 476,508,013

1,925,000 1,925,000 244,622,848 44,881,900 289,504,748

NET PROFIT AFTER TAXES Surplus brought forward from previous years Profit available for Appropriation Less : Appropriation: Interim Dividend Tax on Interim Dividend Proposed Dividend (Final) Provision for Tax on Proposed Dividend Short/ Excess Provision for Tax Transfer to General Reserve Balance carried to Balance Sheet Earnings per Share - Basic/ Diluted (Face value Rs. 10/-) Significant accounting policies. Notes to Accounts and Schedules referred to herein form an integral part of Profit & Loss Account As per our report of even date For C. M. Gabhawala & Co Chartered-Accountants

202,500,000 28,400,625

41,471 40,000,000 270,942,096 205,565,917 392

75,937,500 10,650,234 86,062,500 12,070,266 2,162 25,000,000 209,722,662 79,782,086 240

For eCIerx) S e r v i c e s Pvt.L

(Biren C Gabhawala) (Partner) (M. No. 40496) Place : Mumbai Date : 25th July 2007

. Mundhra) Director

(A Director

eCIerx Services Pvt. Ltd.

Cash Flow Statement For the year

ended M a r c h 3 1 , 2007
2007

For

the y e a r ended M a r c h 31, 2006 2006

A. Cash Flow from Operating Activities Net Profit B e f o r e T a x & E x c e p t i o n a l Items 399,425,927 246,547,848 15,143,449 49,691 (8,483) (522,465) (51,670)

Adjustments for :
Depreciation Stock Options Oustanding (Profit) / Loss on Sale of Investments Dividend Income Interest i n c o m e O p e r a t i n g Profit Before W o r k i n g Capital C h a n g e s

32,147,123
137,180 2,527 (200,030) (71,489)

431,441,238 (87,938,249)
(55,449)

261,158,369
(54,956,636) (353,770) (7,595,261) 4,737,558 (1,927,162)

Adjustments for:
Trade and Other Receivables Fixed Deposit with Banks Loans and Advances C u r r e n t Liabilities & P r o v i s i o n s Income Taxes paid Net Cash G e n e r a t e d by O p e r a t i n g Activities B. C a s h F l o w f r o m Investing Activities : Sale of Investments Purchase of Investments Sale of Fixed A s s e t s P u r c h a s e o f F i x e d A s s e t s (incl C a p i t a l w o r k i n p r o g r e s s ) Interest i n c o m e Dividend Income Net C a s h G e n e r a t e d by / ( u s e d in ) I n v e s t i n g Activities C. Cash Flow f r o m Financing Activities : Dividend Paid Dividend Tax Paid

(7,065,161) 25,073,876 (2,741,471)

358,714,785

201,063,098

27,783,593 "(15,183,623) i 13,672 (28,248,795)

71,489 200,030

94,156,566 (106,772,465) (62,267,741) 51,670 522,465 (74,309,505)

(15,263,636)

(288,562,500) (40,470,891)

(75,937,500) (10,650,234)

Net Cash used in Financing Activities Net (Decrease) / Increase in C a s h a n d cash equivalents C a s h & C a s h Equivalents at the beginning of the period Cash & Cash Equivalents at the e n d of the period

(329,033,39-.) 14,417,758 57,883,005 72,300,763

(86,587,734)

40,165,860
17,717,145 57,883,005

F o r C M. G a b h a w a l a & Co Chajtered-Accountants

For eCIerx Service^ Pvt.Ltd.

Biren C G a b h a w a l a Partner Membership No. 40496 Place : M u m b a i Date : 25th July 2007

A n j a n r.'alik Director

eCSerx Services Pvt. Ltd.

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31 ST MARCH. 2007 CURRENT YEAR RS PREVIOUS YEAR RS

PARTICULARS SCHEDULE 'A' : SHARE CAPITAL Authorised Share Capital 11,00,000 Equity Shares of Rs. 10/-each

11,000,000

11,000,000

Issued, Subscribed and Paid - up 10,12,500 Equity Shares of Rs.10/- each fully paid up (Or tae above shares, 10,00,000 Equity shares of R.S. each have been issued for consideration other than cash by way of Bonus shares by capitalising free reserves)

10,125,000

10,125,000

10,125,000 SCHEDULE ' B ' : RESERVES & SURPLUS Security Premium Opening Balance Less : Transfer to Share Capital as Bonus General Reserve Opening balance Less : Transfer to Share Capital as Bonus Add : Transfer from Profit & Loss Account

1C,125,000

7,775,000 7,775,000

37,625,000 37,625,000 40,000,000 77,625,000

14,850,000 2,225,000 12,625,000 25,000,000

37,625,000 37,625,000

Profit & Loss Account

205.565,917 283,190,917

79,782,086 117,407,086

SCHEDULE 'D' : INVESTMENTS Non-trade (Quoted) Mutual Fund Templeton Floating Rate Income fund - Short Term Plan K, (Dividend Re-investment Plan) (Face value Rs. 10/-) (Market Value R s . 1 6 4 3 3 . 6 8 & 6t PY R s . 12609788.56)

21,885 21,885

12,624,382 12,624,382

SCHEDULE "E" : CASH & BANK BALANCE Cash in Hand Balance.wjtliScheduled Banks Balance with Scheduled Banks - Fixed deposits (Including Accrued Interest) (The Fixed Deposits have been Pledged with the Bank against Bank Gurantee except one which is pledged for Foreign Currency Hedgeing)

302,261 71,998,502 1,210,034 73,510,798

117,896 57,765,109 1,154,586 59,037,591

eClerx Services Pvt. Ltd.

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31 ST MARCH. 2007 PARTICULARS SCHEDULE "F" : SUNDRY DEBTORS (Unsecured considered good by management) More than Six months Others SCHEDULE 'G' : LOANS AND ADVANCES (Unsecured considered good by management) Advance recoverable in cash or in kind for value to be received Advance Against Salary Prepaid Expenses Advance Tax Paid (TDS) A.Y.-2005-06 Advance Tax Paid (TDS) (A. Y. 2006-2007) Advance Fringe Benefit Tax (A. Y. 2007-2008) Self Assessment'Fringe Benefit Tax (A. Y. 2006-2007) , ^ Advance Fringe Benefit Tax (A. Y. 2007-2008) IT.Refund Due for A Y . 2004-05 ABC Consultants Private Limited Carpet Raya Collection SND MaFoi Management Consultants Ltd. VSNL Service Tax Account 2006-07 TDS on FD BOI Interest Deposits Foreign Currency Receivable CURRENT YEAR RS PREVIOUS YEAR RS

119,235,271 118,235,271

1,115,375 65,252,141 66,367,516

495,000 1,165,165
-

'

1,570,275 408,874 2,759,000

-

1,608,000 891,211 3,307 11,691 1,570,275

-

1,273 100,000 216,467 54,000 315,855

-

2,953,918 31,038 8,220,670 2238313.27

8,136,170

SCHEDULE 'G1' : ADVANCE PAID TO SUPPLIERS Thomas Cook (I) Ltd.

. 131,157 19,973,410

12,908,249

eClerx Services Pvt. Ltd.

SCHEDULES ANNEXED TO AND FORMING PART OF THE BALANCE SHEET AS AT 31ST MARCH 2007 CURRENT YEAR RS PREVIOUS YEAR RS

PARTICULARS

SCHEDULE - H ' : CURRENT LIABILITIES & PROVISIONS a) CURRENT LIABILITIES Advance Reed for Exports Markit Group Lehman Brother Advance reed from Suppliers

2,349,187 304,920 3,741 2,657,848

Sundry Creditors for goods and services Aaron Travels Acess Dataline Pvt Ltd. Axicom Optimals Pvt Ltd. ^ B N Amro Credit Card / ' \ . Gabhawala & Co. V Dolly Mittal Dunil Electric Saver & Maintenance Co. Pvt LTd. eClerx LLC USA eClerx U.K. Ltd. Hans Copy center Hewitt Asscoaites (I) Pvt Ltd. Myndcentere Consulting Pvt Ltd. Travle Master Value Consulting Wipro Ltd. Worldcom Communication India Pvt.Ltd. Monitron Security Pvt.Ltd. Navbharat Estate Development P.Ltd. Skypak Seivice Speci^lisS Shivani Agarwal Softex Consultancy Sodexho Pass Services Pvt. Ltd. Sterling Frieghts P.L. Tops Security Ltd. Credit card Abn Amro Bank ^ ^ n c a n Stratton .........

76,903 57,156 237,736

5,536

20,872 127,133

159,945 42,705 40,291 4,778,400 4,688,750 9,170 190,698 42,363 42,334 36,554

36,554 210,030 732,776 44,127 645,586

169,813

997 42,705 19,069 1,265 59,795 49,375 24,332 205.800 10,976,156

1,822,614 2,634,051 4,456,665

Outstanding Expenses I Total Current Liabilities b) Provisions Provision for Gratuity Provision for FBT 06-07 Provision for FBT 07-08 Provision for Incentive bonus . _ .Proposed Dividend Provision Dividend Distribution Tax

9,455,147 23,089,151

4,241,389 1,925,000 2,700,000 30,000,000

3,000,000 1,925,000 27,500,000 86,062,500 12,070,266 130,557,766

38,866,389

eCIerx Services Pvt. Ltd.

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31 ST MARCH 2007 SCHEDULES ANNEXED TO AND FORMING PART OF THE PROFIT AND LOSS ACCOUNT PARTICULARS SCHEDULE 'J' : OTHER INCOME Interest on Fixed Deposit (TDS Rs. 31,038 & Rs.11,691 P.Y.) Profit on Sale of Investments Dividend ( T. D. S. - NIL) Provision no longer reqd w/back Income tax refund Interest on Income tax refund Exchange Difference 71,489 51,670 8,483 522,465 14,321 4,285,237 4,882,176 120,825,741 1,650,000 360,000 1,665,133 508,813 49,691 125,059,379 134,688 287,256 307,276 42,095,694 4,508,037 1,005,000 7,017,317 1,018,406 625,265 4,599,876 t - ; 926,525 1,689,522 629,161 449,885 294,000 8,997,193 764,003 31,818 944,232 275,000 110,200 4,545,078 102,184
;

CURRENT YEAR RS

PREVIOUS YEAR RS

200,030 865,906 4,168 264

1,141,857 SCHEDULE "K' : PAYMENT TO AND PROVISION FOR EMPLOYEE Salary & Wages Gratuity Directors Remuneration Staff Welfare Exps. Training Exps. Employee Compensation Expense SCHEDULE "U : ADMINISTRATIVE EXPENSES Audit Fees Bank Charges Bad Debt Computer Expenses Contract for Services Conveyance Expenses Donation Electricity Expenses Exchange Diff House Keeping Expenses Insurance Expenses Internet Charges License Fees Legal & Professional fees O f f i c e ^ General Expenses Placement charges Printing & Stationery Stamp Duty & Registration Expenses Rent Repairs & Maintenance (Building) Repairs & Maintenance (Otheis) Sales Tax Security Charges STP Registration & Annual Fees Subscription & Membership Short Term Capital loss Telephone Expenses Water Charges Staff Seminar & Conference 229,309,685 1,241,389 8,800,000 4,058,336 1,920,937 137,180 245,467,527 168,360 874.497 131,335 648.613 87,160,549 2,815,387 2,155,750 12,017,456 8,053,450 2,837:181 561,678 5,337,468 88,900 3,001,670 1,425,354 2,086.286 1,030,222 116,404 22,383,797 929.582 1,679,309 2,153,796 200,000 42,715 2.527 7,520,227 101,668 362,668 165,886,848 -

81,357,616

SCHEDULE M " : SELLING AND DISTRIBUTION EXPENSES Advertisement Expenses Travelling expense Business Promotion Expenses /

1,342,193 14,213.038 3,857,226 19,412,457

666,835 5,601,922 2,485,980 8,754,737

eClerx Services Pvt. Ltd.

SCHEDULE ANNIfiXED TO AND FORMING PART OF BALANCE SHEET AS AT 31ST MARCH 2007 Schedule 'C
/'. G R O S S BLOCK - AT COST Rale of Dep ASSETS As o n 01/04/200G Additions Deductions / As on 31103/2007 D u i ing the Y e a r T r a n s f e r Out U p to 31/03/2006 DEPRECIATION Deductions / For the year T r a n s f e r Out U p to 31/03/2007 NET BLOCK As on 31/03/2007 As on 01/04/2006

LEASEHOLD IMPROVEMENT COMPUTER FURNITURE FIXTURES OFFICE EQUIPMENTS INTANGIBLE A S S E T S '

11.35 40.00 18.10 13.91 ...

15,855,287 62,541,681 18,274,379 10,552,352 7,978,813

15,855,287 139,564
;

478,357 24,295,509 4,807,960 1,198,321 3,475,952

1,612,108 18,881,965 5,960,858 1,925,477 3,766,715 25,892

2,090,465 43,151,581 10,768,818 3,123,798 7,242,667

13,734,822 37,339,556 9,574,193 8,355,006 7,500,837.

15,376,930 38,246,172 13,466,419 9,354,031 4,502,861

18,089,021 2,068,632 926,452 6,764,691

80,491,138 20,343,011 11,478,804 14,743,504

(COMPUTER SOFTWARE) TOTAL Previous Year 115,202,512 52934771 27,848,795 62,267,741 139^564 142,911,743 115,202,512 34,256,098 19,112,649 32,147,123 15,143,449 25.892J 66,377,329 34,256,098 76,534 414j
J

80,946,414 33,822,122

80,946,414

Intangible Assets have been depriciated at 4 0 % but where the useful life of the asset is over we have depriciated it completely

eClerx Services Private Limited

SCHEDULE A N N E X E D TO AND FORMING PART OF BALANCE SHEET AS AT 3 1 ' M A R C H , 2007 A N D PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED ON THAT DATE
s

SCHEDULE I A) S I G N I F I C A N T A C C O U N T I N G POLICIES:

1.

FIXED ASSETS: Fixed Assets are stated at their original cost of acquisition and shown net of accumulated depreciation. Permanent improvements and Structural Renovations on leasehold premises we have amortized it over the initial lease period as far as it was readily ascertainable. Cost includes all expenses incurred, which are incidental to the acquisition and installation, up to the date the asset is ready for intended use. DEPRECIATION: Depreciation is calculated on the written down value method in accordance with the rates specified in Schedule XIV of the Companies Act, 1956.But, in the case of Intangible Assets where useful life is of the Asset is already over we have written it off completely during the year. REVENUE RECOGNITION: Revenue from business process operations on fixed price and fixed time frame contracts, where there is no uncertainty as to measurement or collectibility of consideration, is recognized as per percentage of completion method. On time-andmaterial contracts, revenue is recognized as the related services are rendered. Cost and earnings in excess of billings are classified as unearned revenue. INVESTMENTS: Current Investments are carried at lower of cost or net realizable value. Long Term investments are stated at cost. Provision for diminution in value of long-term investments is m a d e only if such decline is other than temporary in the opinion of the management. EMPLOYEES R E T I R E M E N T BENEFITS: Gratuity has been provided in the books on the basis of Actuarial Valuation. PROVISION FOR TAXATION: i. Provision for current tax is made in accordance with Income Tax Act, 1961. ii. Provision for Deferred tax in respect of timing differences that originate during tax holiday period and reversible during the tax holiday period has not been m a d e as the c o m p a n y is a Software Export Company registered in a Software

2.

3.

4.

5.

6.

FOREIGN CURRENCY TRANSACTIONS: i) Foreign Currency Transactions are recorded at the exchange rates prevailing as on the date of the transaction. ii) Assets and Liabilities denominated in foreign currency are translated at the exchange rates prevailing at the year-end date. All the exchange difference arising on translation of assets and liabilities at the year-end rate are dealt with the Profit and Loss Account, except those arising on account of acquisition of Fixed Assets before l April 2004, which are adjusted in the cost of Fixed Assets.
s l

iii)

iv)

C o m p a n y uses forward contracts and options to hedge its exposure to m o v e m e n t s in foreign exchange rates. The use of these foreign exchange forward contracts & options reduces the risk or cost to the company and the c o m p a n y does not use the foreign exchange forward contract or option for trading or speculation purposes.

EARNINGS PER SHARE: Basic earning per equity share has been computed by dividing net profit after tax by the weighted average number of equity shares outstanding for the period. Diluted earning per equity share has been computed using average number of equity shares and dilutive potential equity shares if any outstanding during the period. The company records the gain or loss on effective hedges in the Profit & Loss A/c. EMPLOYEE STOCK OPTION & OWNERSHIP PLAN: The employee compensation expense (i.e. the difference between the fair value & the exercise price) is being be written off over the vesting period of the approved E S O P plan. NOTES TO ACCOUNTS: In the opinion of the Board, the Current Asset, Loans and Advances are approximately of the value stated if realised in the ordinary course of business. The provisions for all known liabilities are adequate and not in excess of the amount considered reasonably necessary. The company has been advised that provision of provident fund and E.S.I.C. is not applicable to the company. \ Foreign Currency: As on 31.03.2007 As on 31.03.2006

Earnings Export on F . O . B . basis Outgoings Traveling Import of Capital Goods (C.I.F. Basis) Professional Fees Advertisement Expenses Recruitment Charges

795,415,476 1,913,018 16,018,277 51,060,092 646,453 10,285,000

441,268,796 676,370 9,393,798 33,313,800 NIL NIL

iv) Sr. No. 1 2

- J

Related Part Transaction (AS 18): Name Nature of Transaction Contract for Services Eclerx U.K. Ltd. Eclerx L L C U S A Innovative Impex P. D. Mundra P. D. M u n d r a P. D. Mundra Anjan Malik B. K. Mundra Duncan Stratton Contract for Services Contract for Services Remuneration Loan taken & repaid Dividend Dividend Dividend Rent

Amount (Rs.). 26,558,960 51,940,200 600,000 8,800,000 39,200,000 80,838,000 81,000,000 162,000 205,800

Relationship Company under Same management Company under Same management C o m m o n Director Director Director Director Director Director C o m m o n Director

4 5 6 7
GO

9 v)

Lease Accounting (AS 19): The company has taken premises on lease under "Operating Lease". The total lease amount payable, over the expiry of the lease period has been recognized as an expense on straight-line basis in Profit and Loss AJc. The company has been sanctioned term loan of Rs. 3,75,00,000/- and working capital of Rs. 3,00,00,000 from Kotak Mahindra Bank having a first and exclusive charge on existing and future fixed assets and current assets. However, the company has not availed the loan sanctioned. Directors Remuneration: As on 31.03.2007 88,00,000 NIL As on 31.03.2007 56,120 56,! 20 56,120 1,68,360 As on 31.03.2006 1,80.000 1,80,000 As on 31.03.2006 56,120 39,284 80,194 175,598

vi)

(vii)

(a) P. D. M u n d r a (b) Anjan Malik (viii) Auditors Remuneration (Including Service tax): (a) Audit Fees (b) Tax Audit & Fringe Benefit Audit Fee? (c) Taxation and other matters

(ix)

Earnings Per Share: Profit After Tax Weighted average number of equity Shares at the beginning of the year Weighted average number of equity shares at the end of the year Face Value of each equity share Basic / Diluted earning per share Current Year 396,725,927 1,012,500 Previous year 244,622,849 10,18,853

1,012,500

10,12,500

(x)

The company is engaged in business process outsourcing (BPO) services. Hence, it does not have any installed or licensed capacity. Other information as required by schedule VI is not applicable to the company. E m p l o y e e Stock Option & Ownership Plan: The option granted to employee under the ESOP scheme is effective from 01-04-2006 and one more on 01-07-2006. Fair value method has been used for valuation to account for E S O P . The vesting period ends on 01-04-2009 and 01-04-08 respectively. The compensation (i.e. the difference between the fair value & the exercise price) will be written off over the vesting period. For the period ending 31-03-2007, Rs. 1,37,180/- has been expensed out and corresponding credit to Stock Option Outstanding. Permanent improvements to Leasehold premises and Capitalization on payment basis : The Company has undertaken Permanent improvements and Structural Renovations on leasehold premises we have amortized it over the initial lease period as far as it was readily ascertainable. Balance is not quantifiable. Capitalizaton of some fixed assets is done on payment basis, the effects of the same on financiais is not quantifiable. Foreign currency hedged and not hedged : The Company has entered into forward exchange contracts the bifurcation of amount hedged and not hedged is as follows: Currency USD GBP AUD A m o u n t Hedged A m o u n t Not Hedged

(xi) (xii)

(xiii)

(xiv)

$
8,800,000 -NIL-NIL-

INR 396,362,840 -NIL- -NIL-

$
191,669 6,92,215 52,800

INR 8,326,113 59,011,293 1,853,280

(xv) Total of m i n i m u m future Lease Payments is as follows : Particulars Future Lease Payments. - (xvi)
Not T nro-

than one Year 28,219,073

Later than one year but not later than five years. 105,823,851

u.iui

man

five years 48,339,657

Previous Y e a r ' s figures have been regrouped and rearranged wherever necessary.

For and on behalf of C. M. G A B H A W A L A & CO . CHARTERED ACCOUNTANTS

For and on behalf of eClerx Services Private Limite

(Biren C. Gabhawala) Partner M. No. 40496 Place : M u m b a i Dated : 2 5 July 2007

t h

(P. D. Mundhra) Director

(Anjan Malik) Director

eCSerx Services Private Limited

Balance Sheet Abstract and Company's General Business Profile I. Registration Details
Registration no. State C o d e Balance Sheet Date

125319 11 31-Mar-07

II. Capital raised during the year (Amount in Rs.'OOO)

Public Issue Rights Issue Private Placement Bonus Issue

NIL NIL NIL NIL

Ill.Position of mobilization and deployment of funds

(Amount in Rs.'OOO) Total Liabilities Total Assets

293,503 293,503

SOURCES OF FUNDS
Paid up Capital Stock Option Outstanding Reserves & surplus Secured Loans Unsecured Loans

10,125 187 283,191 NIL NIL

APPLICATION OF FUNDS
Net Fixed Assets Investments Net Current Assets Net Deferred Tax Liabilities Misc. Expenditure Accumulated Losses

76,534 22 216,546 NIL NIL NIL

IV. Performance of the Company :

(Amount in Rs.' 000) Turnover (including other incomes) Total Expenditure Profit Before Tax Net Profit After Tax . Earnings Per Share (Rs.) Dividend Interim Rate (%)

862,340 430,767 399,426 396,726 392

V. Generic names of Principal Product/Services of the Company

Item C o d e No.(ITC C o d e ) Product Description

Business Process Outsourcing

ForeClerx Services/PvJ/Ltd