religare technova global solutions limited

RELIGARE TECHNOVA GLOBAL SOLUTIONS LIMITED(Formerly Asian CERC Information Technology Limited)

Compiled by : Asian CERC Information Technology Ltd.

Global Reports LLC

http://www.asiancerc.com

BOARD OF DIRECTORS

• Mr.SanjayV.Padode ManagingDirector• Mr.SudhanshuVarma WholeTimeDirector• Mr.ManojA.Shah IndependentDirector• Mr.AnilSaxena Non-ExecutiveDirector• Mr.ManinderSinghGrewal Non-ExecutiveDirector• Mr.AnujChowdhry IndependentDirector• Dr.PreetinderSinghJoshi IndependentDirector• Mr.VikramSahgal IndependentDirector• Mr.PadamBahl IndependentDirector

COMPANYSECRETARY

• Mr.RahulRanjan

REGISTEREDOFFICE CORPORATEOFFICE

255,FirstFloor,OkhlaIndustrialEstate, B7,17th1stMain,KHBColony,PhaseIII,NewDelhi–110020, 5thBlock,KoramangalaLayout,Bangalore–560095 BANKERS

• ICICIBankLimited• HDFCBankLimited• CanaraBank• CitiBankNA

ANNUAL GENERAL MEETING

Venue :ShahAuditorium,2,RajNiwasMarg,Delhi–110054Date :December22,2008Day :MondayTime :12.30PM

AUDITORS

PriceWaterhouseCharteredAccountants5thFloor,Tower-D,TheMillenia,1&2MurphyRoad,Ulsoor, Bangalore,Karnataka–560008.


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ANNUALREPORT2007-08 1

ReligareTechnovaGlobalSolutions

Limited

AboutReligareTechnovaGlobalSolutions 02

AboutReligareTechnova 03

OurEthosandPhilosophy xx

TechnologyPartnerships xx

OurClientInterface xx

KeyOfferings xx

MessagefromCEO xx

MessagefromMD xx

C ntents


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AboutReligareTechnovaGlobalSolutionsIncorporatedin1994,ReligareTechnovaGlobalSolutions

Ltd. (RTGSL) is a Religare Technova Company and a

leadingproviderofITsolutionsandservices,fundamental

corporate content and research for its clients in the

FinancialServicesIndustryglobally.Duringits14years

ofexistence,RTGSLhasprovidedsolutionsfordynamic

environmentswherebusinessand technologystrategies

converge.

Thestrengthofthecompanyisinitsfineblendofmature

financial analysts, economists, business professionals,

domain experts and technocrats.This unique blend of

professionals has helped the company in developing

verypowerfulTradingSolutionsandAnalyticalToolsfor

processingvastvolumesofdataandinformationrequired

formakingquick and reliable investment decisions. Its

in-depthdomainknowledgehasledthemarkettoutilize

its expertise in developing state-of-the-art solutions for

Automating Brokerage andTrading Systems, leading to

thecompanygarneringamarketshareinexcessof80%

in theOnlineTrading and Information solutions space

for the Indianfinancial services industry.Thecompany

hassuccessfullybrokengroundbyacquiringaverylarge

partofthefrontofficemarketinVietnaminthepastyear.

This breakthrough was achieved through a successful

partnershipwithagloballyacclaimedcompanyCapital

MarketSolutionsPtyLtd(CMS).CMSisaleadingprovider

ofsettlementandclearingsolutionsin14countriesand

currentlycommandsamarketshareinexcessof45%in

AustraliaandNewZealand.Thesuccessofourjointinitiative

inVietnam resulted in exploration of further synergies

withthecompanyandtodayCMSisonitswaytobecome

an integral part of the ReligareTechnova group.With

theacquisitionofCMS,RTGSLhasemergedasoneofthe

leadingproviderfortechnologysolutionsglobally.


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AboutReligareTechnova

Religare Technova is the umbrella identity for the IT

businessesofadiversifiedIndiantransnationalpromoter

group,pursuingaggressivebusinessinterestsinFinancial

Services,HealthCareandWellness,AviationandTravel.

Othergroupentities includeReligareEnterprises,Fortis

HealthCare,ReligareWellness(formerlyknownasFortis

Healthworld), Super Religare Laboratories (formerly

knownasSRLRanbaxy)andReligareVoyages.

The company is currently engaged in Information

Technology (IT)and IT related services.Thecompanies

under Religare Technova’s umbrella include Religare

TechnovaGlobalSolutions,agloballeaderinproviding

enterprisesoftwaresolutionstothecapitalandfinancial

markets;ReligareTechnova ITServices,whichprovides

Enterprise IT Solutions andReligareTechnovaBusiness

Intellect, which provides Knowledge Management

Solutions.

Currentlywithover1500employeesandpresencein10

countries,ReligareTechnovaispoisedtobealeaderin

theglobal IT space.Thegroupentities togetherpartner

with IT majors, Independent Software Vendors (ISVs)

andInternetcompaniestoprovideabroadspectrumof

IT services, products and solutions to their customers.

ReligareTechnovadeliversabroadportfolioofInformation

TechnologyandBusinessProcessOutsourcingsolutions

toclientsinkeyverticalssuchasBankingandFinancial

Services, Insurance, Capital Markets, Healthcare,

Manufacturing,AutomotiveandSteelamongstothers.


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urEthosandPhilosophyOURIDENTITY-SYMBOLICPHILOSOPHY

ReligareisaLatinwordthattranslatesas‘tobindtogether’.

This reflects the integrated nature of the services the

companyoffers.Thenameispairedwiththesymbolofa

four-leafclover,araremutationofthecommonthree-leaf

clover.“HOPE-TRUST-CARE-GOODFORTUNE”,areall

elements that perfectly combine the emblematic and

rare,four-leafclovertovisuallysymbolizethevaluesthat

bindtogetherandformthecoreoftheReligarevision.

Technova has been chosen to represent the company’s

commitment to innovation and excellence in the

technologybusiness.Thisnamehasbeenchosentoreflect

the integrated nature of the services that the company

offers as well as the partnership model it follows.

Traditionally,itisconsideredgoodfortunetofindafour-

leafcloverasthereisonlyonefour-leafcloverforevery

10,000three-leafcloversfound.Forus,eachleafofthe

cloverhas a specialmeaning. It is a symbolofHOPE.

TRUST.CARE.GOODFORTUNE.Fortheworld,itisthe

symbolofReligare.

ThesymbolofReligareTechnovacirclestandsforbalance

andsynchronizationandourcommitmenttoqualityand

wholeness. It represents the tradition of incorporating

differentideasandsolvingcomplexproblems.Thesymbol

representscompletecustomercentricityandouraimof

insulatingourcustomersfromenvironmentalrisks.


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WehavetheprivilegeofbeingrecognizedasanISVfor

thefollowingtechnologypartners:

• HP

• Microsoft

• SunMicrosystems

• IBM

TechnologyPartnerships


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urClientInterfaceThe company has focused its business development

initiativeinto2Divisions,eachofwhichismannedbyan

experiencedteamofprofessionals.

THE INFORMATION SERVICES DIVISION (ISD)

The activities of this Division are best described as

follows:

CorporateDatabaseCreation&Management

Thedatabaseincludesthefinancialresultsofover8,000

listedcompaniesinthedifferentstockexchangesofIndia.

Anumberofanalystsanalyzeandclassifydatareported

bycompanies.Thesearestoredinapre-definedformat

alongwithnotesandexplanationsfordeviationsfromthe

norm.ThesourcesofinformationareCompanies,Stock

Exchanges, Financial and Non-Financial Publications,

TheRegistrarofCompaniesamongothers.

InformationSourcing

ISDisabletodrasticallyreducethetimeintervalbetween

thepublicationofanyinformationanditsassimilationin

ourdatabases,byutilizingavariablesizeofdatacapturing

team,whichmonitorsallthemajorinformationsources

toprovideafirsthandviewof the latesthappenings in

theIndianindustry.

ResearchandProductDevelopment

ThemaindriverfortheResearchandAdvisoryDivision

hasbeenthegrowingneedforunbiasedandprofessional

viewsoneconomic,industryandcorporateissues.Our

Research Division comprises of a well-qualified and

experiencedteamofanalystswhoworkintandemwith

industryexpertstoproducethoroughanddetailedreports

pertainingtotheIndianeconomy,corporatesaswellas

relatedmarketintelligence.Infact,wewereamongthe

fewfirmstohavesetupanindependentanddedicated

researchgroupinIndia.

CustomizedInformationSolutions

RTGSLprovidescomprehensiveinformationserviceson

thequotesoftradedsecuritiesandcommoditiesinIndia

and is registeredas anOfficialDataVendorwithmost

oftheleadingexchangesinthecountry.Informationon

trading in gilt edge and other fixed income securities,

newsandannouncementsemanatingfromtheexchanges,

primarymarketannouncements,newsandothermarket-

related information is tracked and disseminated to our

customersonacontinuousbasis.Someofourcustomers

includeEconomicTimes,SatyamInfoway,IndiaInfoline,

ICICIDirect,KotakSecuritiesandInfosys.


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TRADING SOLUTION DIVISION

The activities of this Division are best described as

follows:

TradeAnywhereTradingSolutions

ThefocusisondevelopingOrderRoutingandCentralized

RiskManagementSolutionstoenableabrokerforonline

trading facilities and through dealer terminals. These

solutionsarehighlyscalableandprovideanend-to-end

solutionforfrontofficedealers.NSE,BSE,NCDEX,MCX

andNMCErecognizeRTGSLasanempanelledvendor

for providing such solutions to themarket. RTGSLhas

successfully passed all requirements laid out by the

HoChiMinhStockExchangeforaccreditationandthe

companyisawaitingaformalletterconfirmingthesame.

Thecompanyisnowtargetingtoextendthissolutionto

othermarketssuchasAustraliaandSingapore.

Most of the large broking houses providing online

tradingfacilityinIndiaarecurrentlydeployingsolutions

providedbyRTGSL,whichenabletraderstoaccessthe

tradingenginethroughmultiplechannelssuchasinternet,

mobiledevicesandthroughcallandtradedesks.

These solutions are integrated with the most popular

bank payment and depository gateways thus reducing

thetotalcostoftransactionforthebroker.Thesolutions

ofthisDivisionhavegainedimmensepopularityinthe

market,leadingtothemarketshareofthecompanybeing

approx.80%intheonlinetradingspaceinIndia.

RealTimeQuoteDisseminationSystems

The Division has developed a very powerful and

versatilemiddlewarefordisseminatingrealtimequotes

electronically.Thismiddlewareiscurrentlybeingdeployed

aspartofthetradingsolutionsprovidedbythecompany

andisalsobeingexploitedbystockexchangesandlarge

brokinghouses.Themiddlewareisabletocompressthe

realtimeinformationbydeployingproprietaryalgorithms

in real time, thus providing the benefit of reduced

bandwidthcoststotheuser.Itishighlyscalableandcan

supportthousandsofusersconcurrently.Thetechnology

deployedisindependentofmarketcharacteristicsandis

beingcustomizedtoaddressmarketsglobally.

AnalyticsandSophisticatedDealingFrontEnds

Thedomainexpertise,gatheredbythecompanyovera

decade,hasgivenitauniqueabilitytoprovidepowerful

analytical tools in its front enddealings.This, coupled

withthepowerofitsquotedisseminationmiddlewareand

thehighlyscalablecentralizedriskmanagementsystem,

providestheenduserwiththemostlethalorderexecution


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platform. The ability to perform technical analysis,

access informationandexecute trades in real time isa

dreamcome true for the rapidlyexpandingDayTrader

communityinthecountry.

IPOAnywhere

Thissystemhasbeendesignedtohelptheagents/brokers

capture IPO applications from the retail segment.The

systemalsocaterstothebackofficeprocessesrelatedto

IPOmanagement,inclusiveofphysicalformprintingand

electronicsubmissionsofbidstotheexchanges.

MutualFundAnywhereApplication

We have developed the Mutual Fund Anywhere

applicationtoenablethefinancialservicescompaniesto

offerthetheircustomerstheabilitytodotheirmutualfund

transactionsthroughtheinternetorthroughthebranchor

franchiseenetwork.Thesystemautomaticallygenerates

thefeedfilesneededbytheAMCsandtheregistrars.

BackOfficeSolutionsintegratedwiththeFrontOffice

TheadditionofCMStoReligareTechnovahasprovided

RTGSLwithaninstantglobalpresence,withacustomer

base of the likes of JP Morgan, Credit Suisse, UBS,

GoldmanSachsetc.

The other great advantage that comes to the company

with this acquisition is the indepth International

marketingexperienceoftheCMSteamandmorethan400

man-yearsofback-officesolutionsdomainknowledge.

Thecompanyhasinparallelacquiredthesourcecodeofan

Indianback-officetocounterthemid-tiermarketinIndia

consisitingofbrokinghouses;addressingtheirneedsin

theequity,commodityandderivativesegments.Theback

officeapplication isbuilton the latest technologywith

focus on customer requirements of scalability and

robustness.

Development of Web Sites / Portals for the Financial

SecuritiesMarket

As a natural extension of its various offerings, the

Divisionalsocaterstotheneedofenablingthepresence

of thecustomeron the internet.Thevastexperience in

deployinginformationdisseminationsolutionshasledto

thedevelopmentofsophisticatedtoolsandlibrariesthat

canbere-usedindeployingsuchsitesatarapidpace.

OnsiteSupportServices

The dearth of expertise in managing technology for

trading systems in the market has given rise to the

opportunityforprovidingtrainedmanpoweronsite.

OffsiteDevelopmentServices

Weofferoffsitedevelopmentservicestoourcustomers,

enablingthemtomaintaintheiruniqueofferings.Aspart

oftheoffsitedevelopmentservices,adedicatedteamis

setupforthespecificcustomerandthefocusofthisteam

is to implementchangesandcustomizationsasdesired

bythecustomer.


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Key fferingsOurexpertisecovers:

• Developingonlinetradingfrontendintegratedwithbackofficesolutions

• Providingsettlementandclearingsolutionstocleartradesinmorethan15countries

•Developingexchangesolutions

• Pre-tradeandpost-traderiskmanagementsystems

-Orderroutingsystems

-Streamingtechnologiesforrealtimequotes

-Developing,maintainingandprovidingcontentfor

financialportals

• Carryingoutfundamentalresearchonindustryandcorporates

-Datawarehousingofmorethan500gigabytesofdata

-Collectingapproximately60,000+digitizedAnnualReportsofover4,500corporatesforthelast10

years

-Developinganalyticaltoolsassociatedwithfinancialdatainbothgraphicalandtextualform

-Multi-castingsystemsfordisseminatingrealtimeinformationontheinternet

Our Web-based transaction capabilities are deployed by some of the largest Indian

and International broking houses, banks, financial institutions, academic institutions,

newspapersandnewspaperportalsamongothers.Thefollowingfeatureshighlightthekey

factorsforchoosingtheproposedsolutionoverothers:

• Designedtoscale

• Robust

• Configurablefromtheuserofthesystems

• Domainexpertiseofmorethan15years

• Technicalexpertiseofhandlinglargevolumetransactionsandworkflows

• Readilyavailable

• In-builtredundancyandfailover

• 3-tierarchitecturetoseparatebusinesslogicandpresentationlayers

• Averystrongchangecontrolmechanism


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message fromDirector

Dear Friends,

Theyear2007-2008hasseenyourcompanyflourish.Thejourneythatstartedalmost

two decades back, has come a longway.Wehave achievedmarket leadership

positionintheareasofourbusiness.Inourpeer-set,weareseenaspioneersand

innovators.

Manyofourproductsandserviceshavebeenacknowledgedasbeingworldclass

and unique.This has helped us strengthen our position further.We have been

growingorganicallyandinorganically.Toincreaseourglobalreachandtotakeour

offeringstomarketsbeyondIndia,wehavealsoacquiredmajoritystakeinCapital

MarketsSolutionsPtyLtd.(“CMS”),anAustraliancompany.Withthisacquisition,

wenowboastofofficesin10countriesandpresenceinmanymore.

Allthishasbeenachievedwiththehelpofaveryableleadershipteamguidingthis

company.Themanagementasallour teamshaveshownexceptionaldedication

andtheirworkhasbeencommendable.

Wearealsoatthebrinkofanewera.ThecompanyyouknewasAsianCERCInformationTechnologyLtd.hasnowbeen

renamed“ReligareTechnovaGlobalSolutionsLtd”(RTGSL).Withthisstep,weextendtheequityofthebrandReligareto

ACERC.ReligarestandsfordiligenceandexcellenceanditistheseveryqualitiesthatourITbusinessreflectsaswell.

WehavegreatplansforwherewewanttotakeRTGSLandshallachievethesamewithyourcontinuedsupport.

WarmRegards

ManinderSinghGrewal

CEOandWholeTimeDirector

ReligareTechnovaLimited


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message fromMD

Dear Shareholders,

It is a great era of opportunity for us.The year 2007-2008 saw us evolve and

growasneverbefore.Weacquiredastakeof76%inCapitalMarketsSolutionsPty

Ltd.(“CMS”)aCompanyincorporatedunderthelawsofAustralia,globalleaders

in providing software services to financial service organizations relating to

portfoliomanagement,wealthmanagement andother related advisory services.

Withthis,outfootprintacrosstheglobehasincreasedmanifold.

Another great development is that we are now an integral part of the

ReligareTechnovabrandumbrella.TheReligarebrandacross industries signifies

diligence and excellence.Weare proud to have this brand extended to us and

shallaimtotakeittogreaterheights.

With these initiatives, we have been building and strengthening ourselves

internally.Wearenowinapositiontocatapultintothenextlevel.

In the coming year, youwill hear a lotmore aboutus.Wehavenot onlybeenadding respected and sought after

clientstoourclientlistbutalsohavebeenbuildingourpartnershipstoserveourclientsbetter.Webelievethatthe

combinationofourdomainexpertise,oursetofexceptionalemployeesandthelegacyofourgroupsetsusapartand

shallbethesteppingstonesofourjourneyahead.

Wenowstandatthethresholdofthenextleapandarepoisedforthesame.Weshallputallourenergiesinhelping

yourcompanyachieveunparalleledsuccess.

Bestwishes,

SanjayPadode

MD–ReligareTechnovaGlobalSolutionsLtd.


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Directors' Report

Dear Members,

Religare Technova Global Solutions Limited

(Formerly known as Asian CERC Information Technology

Limited)

We are delighted to present our 14th Annual Report on the

business and operations of the Company along with Audited

Accounts for the financial year ended March 31, 2008.

FINANCIAL RESULTS (Rupees in lacs)

Particulars For the For the For theyear ended year ended year ended31st March, 31st March, 31st March,

2008 2008 2007(Consolidated) (Standalone) (Standalone)

Income fromoperations 4336.88 2196.25 1396.15

Profit / (Loss) beforeInterest & Financecharges, Depreciation& Taxation 915.31 848.42 512.01

Less: Interest &Finance charges 262.95 183.38 3.77

Less: Depreciation 127.33 112.72 48.82

Profit before Taxation 525.03 552.31 459.42

Less: Provision for Tax

- Current 254.02 119.40 162.00

- Fringe Benefit Tax 25.42 12.84 4.91

- Deferred 28.01 28.01 (9.06)

Less: Short/(Excess)provision fortax of earlieryears – – 37.20

Less: Minority Interest 61.84 – –

Net Profit after tax(and Minority Interest) 155.73 392.06 264.37

Add: Balance ofprofit / (Loss)Account b/f 301.97 301.97 37.61

Add: Profit & LossAccount balancetaken on accountof Merger (164.02) (164.02) –

Balance CarriedForward to Balancesheet293.68 530.01 301.98

Note: The consolidated financial statements for year ended 2008 areprepared after taking into account the merger of Regius InfotechPrivate Limited with the Company and hence are not comparableto the standalone financials statements for year ended 2007.

BUSINESS PERFORMANCE

Your Directors are pleased to report that during the year

under review the turnover increases by 57.30%, i.e. from

Rs. 1396.15 Lacs in the previous year to Rs. 2196.25 Lacs

in the current year. The profit before tax was at Rs. 552.31

Lacs compared to Rs. 459.42 Lacs in the previous year

shows an increase of 20.22 % over the previous year. After

providing for taxation of Rs 160.25 Lacs (Previous year

provision Rs. 157.85 Lacs) and provision of Income tax of

earlier years, the Net Profit after tax comes to Rs. 392.06

Lacs as against Rs. 264.37 Lacs in the previous year, which

indicates an increase of 48.30% in the Net Profit as

compared to the previous year.

DIVIDEND

The Directors believe in the tremendous growth potential

of the Information Technology (IT) Sector and the Company

should capitalize on these by expanding and strengthening

its existing resources and networks. Keeping in view the

Company's need for capital, its growth plans and the intent

to finance those plans through internal accruals to

maximum, the Directors do not recommend any dividend

for the year ended March 31, 2008. The Directors believe

this would increase shareholder value and eventually lead

to a higher return threshold.

SHARE CAPITAL

During the period under reporting, Authorized Share Capital

of the Company has been increased from Rs. 7,50,00,000

to Rs. 27,50,00,000 and the paid up share capital increased

from Rs. 5,51,40,000 consisting 11028000 equity shares of

Rs. 5/- each to Rs. 11,18,25,000 consisting of 22365000

equity shares of Rs. 5/- each. The following changes were

made in paid up share capital of the Company:

1. Under the Employee Stock Option Plan, 2006, the

Company had issued & allotted 59,600 equity shares

of Rs. 5/- each on September 20, 2007 and 77,400

equity shares of Rs. 5/- each on September 15, 2008

to the employees of the Company who had exercised

the options granted.

2. On September 20, 2007, the Company allotted

12,00,000 equity shares of Rs. 5/- each at a premium

of Rs. 57.50/- upon conversion of warrants.

3. Pursuant to Scheme of Amalgamation of Regius

Infotech Private Limited ("Transferor Company") with

the Company, the Company allotted on October 3,

2008, 10000000 equity shares of Rs. 5/- each to

Religare Technova Limited (Formerly known as Fortis

Financial Services Limited), the shareholder of the

Transferor Company.

The shares allotted above have been listed on the Bombay

Stock Exchange Limited ("BSE").


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13

DIRECTORS

Mr. Rajveer Singh Gulia, Mr. Gurpreet Singh Sodhi, Mr.

Vikramaditya Rajput and Ms. Reena Mirchandani resigned

from the Board of the Company with effect from October

29, 2007. Mr. Kanwaljit Singh resigned from the Board of

the Company with effect from July 30, 2008. The Directors

placed on record their appreciation for the guidance and

support rendered by them during their tenure as Directors

of the Company.

Mr. Maninder Singh Grewal, Mr. Vikram Sahgal, Mr. Padam

Bahl and Mr. Anil Saxena joined the Board with effect from

October 29, 2007 and Dr. Preetinder Singh Joshi with effect

from July 30, 2008 as Additional Directors of the Company.

In accordance with the provisions of the Companies Act,

1956 these Directors in their capacity as Additional

Directors, will cease to hold office at the ensuing Annual

General Meeting. The Company is in receipt of Notice

under Section 257 of the Companies Act, 1956 from

member(s) proposing appointment of above Directors.

In accordance with the provisions of the Companies Act,

1956 and Article of Association of the Company, Mr. Anuj

Chowdhry and Mr. Manoj A. Shah retire by rotation at the

ensuing Annual General Meeting and being eligible, offer

themselves for re-appointment as Directors.

Brief Resume of the Directors proposed to be appointed

and re-appointed, nature of their expertise in specific

functional areas and name of companies in which they

hold Directorships and Memberships / Chairmanships of the

Board Committees and number of shares held, as stipulated

under Clause 49 of the Listing Agreement entered into with

the Bombay Stock Exchange Limited (BSE), are provided

in the Report on Corporate Governance forming part of the

Annual Report.

MERGERS / ACQUISITIONS AND DISPOSALS

Regius Infotech Private Limited ("Transferor Company"), a

company engaged into IT Sector, was merged with the

Company pursuant to a Scheme of Arrangement sanctioned

by the Hon'ble High Court of Delhi vide order dated August

18, 2008 with effect from the Appointed Date i.e. January

01, 2008.

Consequent to the merger, the company is holding 76%

stake in Capital Markets Solutions Pty. Limited, Australia

(CMS), through Regius Overseas Holding Co. Limited,

Mauritius, a wholly owned subsidiary of the Transferor

Company. CMS provides market leading software, services

and solutions to the financial markets in Asia Pacific and

United Kingdom. Its offices are located in Australia, Hong

Kong, Singapore, Malaysia, New Zealand and United

Kingdom.

The merger will have the benefit of consolidating the market

operations, technological development and provide global

business platform for the company's domestic business

operations through various overseas subsidiaries of the

transferor company. The merger will also provide a

comprehensive solution which covers from the stage of

market information to trade settlement and financial

accounting with wide financial instrument coverage.

Consequent upon the merger and resultant increase in

shareholding of Religare Technova Limited (Formerly known

as Fortis Financial Services Limited), the shareholder of

Transferor Company, your company is now a subsidiary of

Religare Technova Limited. Religare Technova Limited is

a company highly growing in IT and ITeS Sector and

becoming subsidiary thereof, the Company will garner the

benefit of consolidation and synergy in technological

advancement.

HOLDING SUBSIDIARY COMPANIES

Pursuant to the merger of Regius Infotech Private Limited

("RIPL") with the Company, all the step down subsidiaries

of RIPL have became subsidiaries of the Company.

Pursuant to the application made by the Company under

Section 212(8) of the Companies Act, 1956 (the "Act"), the

Central Government vide letter dated November 05, 2008

exempted the Company from attaching the copy of Balance

Sheet and the Profit and Loss Account of the subsidiary

companies and other document required to be attached

under Section 212(1) of the Act to the Annual Report of the

Company. However, the Annual Accounts of the subsidiary

companies are open for inspection by any member/ investor

and the Company will make available these documents/

details upon request by any member or investor of the

Company or its subsidiaries Company who may be

interested in obtaining the same.

Further, pursuant to Accounting Standard AS 21, issued by

the Institute of Chartered Accountants of India, consolidated

financial statement presented by the company includes

financial information of its subsidiaries.

NAME CHANGE

The name of the Company has been changed from Asian

CERC Information Technology Limited to Religare Technova

Global Solutions Limited w.e.f. November 12, 2008,

pursuant to the resolution of the members passed through

postal ballot process on November 05, 2008.

Consequent up on the name change, the scrip id of the

Company on trading platform of BSE has been changed

from ASIANCE to RELIGLOBE.


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SHIFTING OF REGISTERED OFFICE

The registered office of the Company is shifted from 908A,

Devika Tower, 6, Nehru Place, New Delhi - 110019 to 255,

First Floor, Okhla Industrial Estate, Phase - III, New Delhi -

110020 with effect from November 25, 2008.

EXTENSION OF ANNUAL GENERAL MEETING

Pursuant to the provisions of Section 166 of the Companies

Act, 1956, the Company vide application dated August 9,

2008 sought extension of the ensuing Annual General

Meeting. The application was made on the ground that the

Scheme of Merger of Regius Infotech Private Limited

("Transferor Company") with the Company is pending before

the Hon'ble High Court of Delhi and the same will be

effective from the Appointed Date i.e. January 01, 2008

upon filing the copy of the order with the Registrar of

Companies, NCT of Delhi & Haryana (ROC) after receiving

copy of the said order. The due date to hold the ensuing

Annual General Meeting was September 30, 2008, however

in opinion of the Board, the order of the Hon'ble High Court

was not expected before the due date so as to consolidate

the accounts of the Transferor Company which would be

possible once the merger is effective.

Keeping in view the aforesaid circumstances in which the

Company can not hold its Annual General Meeting, the

Ministry of Company Affairs vide order dated August 13,

2008 granted extension of three months to hold the Annual

General Meeting of the Company.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956

with respect to Directors' Responsibility Statement, it is

hereby confirm that:

(i) in the preparation of the Annual Accounts for the

financial year ended March 31, 2008, the applicable

accounting standards have been followed and there

were no material departures from the same;

(ii) the Directors have selected such accounting policies

and applied them consistently and made judgments

and estimates that are reasonable and prudent so as

to give a true and fair view of the state of affairs of

the Company as at March 31, 2008, and of the profit

of the Company for the said period;

(iii) the Directors have taken proper and sufficient care

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; and

(iv) the Directors have prepared the annual accounts on a

'going concern' basis.

AUDITORS AND AUDITORS' REPORT

M/s Price Waterhouse, Chartered Accountants, the Statutory

Auditors retire at the conclusion of the ensuing Annual

General Meeting of the Company and being eligible offer

themselves for re-appointment.

The Company has received a certificate from the retiring

auditors to the effect that the appointment if made, will be

in accordance with the limits specified in Section 224 (1B)

of the Companies Act, 1956. The Board recommends their

re-appointment.

The observations of the Auditors in their report read together

with the Notes on Accounts are self explanatory and

therefore in the opinion of the Board, do not call for any

further explanation.

EMPLOYEE STOCK OPTION PLAN

With a view to retain, motivate and reward the employees and to enable them to participate in your Company's future

growth and financial success, Employees Stock Option Plan-2006 (ESOP) was approved by the Members in the Extra-

Ordinary General Meeting of the Company held in March 2006.

The brief details of the Plan are as follows:

ESOP Outstanding RemarksOptions

ESOP 2006 The special resolution passed by the Shareholders of the Company on March3, 2006 approved the grant of options under the ESOP 2006. Under the plan4,00,000 Options were authorised wherein the Company had granted 154000options in August 2006. During September 2007, 5000 Options were cancelleddue to disassociation of an employee of the Company.1


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Particulars Details

Fiscal 2007 Fiscal 2008

No. of Options as at beginning of Fiscal 400000 400000

Options granted 154000 NIL

Exercise price of options Rs. 5 NIL

Total options vested (includes options exercised) NIL 59600

Options exercised NA 59600

Total number of Equity Shares arising as aresult of full exercise of optionsalready granted NA 59600

Options forfeited/ lapsed/ cancelled NIL 5000

Variations in terms of options NIL

Money realised by exercise of options NA 298000

Options outstanding (in force) 154000 89400

Person wise details of options granted to

i) Directors and key managerial Name of employees No. of optionsemployees

Granted Vested/ Outstanding2

during Exercised as onAugust during March 31,

2006 August 20082007

1. Sudhanshu Varma 80000 32000 48000

2. Madhur Uniyal 10000 4000 6000

3. Hari Nair 10000 4000 6000

4. Pravin Gaonkar 10000 4000 6000

5. Shailesh Chitre 10000 4000 6000

6. Sameer Paddalwar 10000 4000 6000

ii) Any other employee who received a NILgrant in any one year of optionsamounting to 5% or more of theoptions granted during the year

Identified employees who are granted NILoptions, during any one year equalto exceeding 1% of the issued capital(excluding outstanding warrants andconversions) of the Company at thetime of grant

Fully diluted EPS# pursuant to issue of Standalone fully diluted EPS Rs. 2.75.shares on exercise of options in Consolidated fully diluted EPS Rs. 1.09.accordance with the relevantaccounting standard

Vesting schedule ● 40% on expiry of 12 months from Grant Date.

● 60% on expiry of 24 months from Grant Date.



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Difference, if any, between employee If the compensation cost on account of stock options granted wascompensation cost calculated using the computed using fair market value method, the compensation cost forintrinsic value of stock options and the financial year 2007-2008 would have been lower by Rs. 5,51,179.employee compensation cost calculated onthe basis of fair value of stock options

Impact on the profits of the Company and As per Consolidated Financials

on the earnings per share ("EPS")arising due If the compensation cost on account of stock options granted was

to difference in the accounting treatment computing using fair market value method, the profit would be higher

and for calculation of the employee by Rs. 5,51,179.

compensation cost (i.e. difference of the

fair value of stock options over the intrinsic As per Standalone Financials

value of the stock options) If the compensation cost on account of stock options granted was

computing using fair market value method, the profit would be higher

by Rs. 5,51,179.

The impact on the EPS for the financial year 2007-2008 would be

higher by Rs. 0.02.

Weighted average exercise price and Exercise Price – Rs. 5

weighted average fair value of options Fair value – Rs. 47.42

whose exercise price either equals or

exceeds or is less than market price

of the stock

Method and significant assumptions used As per details below

to estimate the fair value of options granted

during the year:

Method used ESOP-2006

"Black Scholes Option Pricing Method"

Risk free interest rate 7.40%

Expected Life 5.80 years

Expected Volatility 85.46%

Expected Dividends 1.81%

Price of underlying shares in market at the Rs. 55.40

time of Option grant

1. In August 2008, 1,800 Options were cancelled due to disassociation of an employee of the Company.

2. In August, 2008, 77,400 options have been exercised except those cancelled above.

Out of 154000 options granted total 137000 options have been exercised and 6800 options have been cancelled and the optionsoutstanding are 10,200 on this date of report.

# The Company has followed the intrinsic value method for calculating employee compensation as per the ESOP Guidelines. The Intrinsic

value per equity share of the Company was Rs. 50.55 where as the exercise price is Rs. 5/- per share.

LISTING

The Equity Shares of the Company continue to remain listed on the Bombay Stock Exchange Limited (BSE). The Company

has paid the requisite Annual Listing Fee to BSE for the financial year 2008-09.



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CORPORATE GOVERNANCE

Your Company is committed to maintain the highest

standard of Corporate Governance. Your Directors adhere

to the requirements set out by the Securities and Exchange

Board of India's Corporate Governance practices and have

implemented all the stipulations prescribed. The Board of

Directors support the broad principles of Corporate

Governance. In addition to the basic governance issue,

the Board lays strong emphasis on transparency,

accountability and integrity.

Report on Corporate Governance as stipulated under Clause

49 of the Listing Agreement with the Bombay Stock

Exchange Limited (BSE) forms part of this Annual Report.

Certificate from M/s Kiran Sharma & Co., Practising

Company Secretaries, confirming compliance of conditions

of Corporate Governance as stipulated under the aforesaid

Clause 49, is annexed to this Report.

FIXED DEPOSITS

During the financial year ended March 31, 2008, the

Company has accepted Fixed Deposits aggregated Rs.

3,18,75,000/ - in terms of Section 58A of the Companies

Act, 1956 read with Companies (Acceptance of Deposit)

Rules, 1975. During the period, the Company has repaid

deposit amounting Rs. 5,00,000/- . The deposits outstanding

at the end of the period is Rs. 3,13,75,000/-.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the

Companies Act, 1956 read with the Companies (Particulars

of Employees) Rules, 1975 as amended from time to time,

the names and other particulars of the employees are

required to set out in the Annexure to the Directors' Report.

However, as per the provisions of Section 219(1)(b)(iv) of

the said Act, the Annual Report excluding the aforesaid

information is being sent to all the Members of the Company

and other entitled thereto. Members who are interested in

obtaining such particulars may write to the Company

Secretary at the Registered Office of the Company.

CONSERVATION OF ENERGY & TECHNOLOGYABSORPTION

(A) CONSERVATION OF ENERGY

The operation of the Company are not energy intensive,though adequate measures have been taken toconserve and reduce energy consumption by usingenergy efficient hardware and other equipment in linewith our philosophy "the energy saved is energyproduced."

(B) TECHNOLOGY ABSORPTION, RESEARCH ANDDEVELOPMENT

In its endeavor to obtain and deliver the best, yourCompany successfully deployed a growing anddiversed team of R & D specialists with expertisecovering hardware, networking systems software,database and application software. This helped theCompany leverage the latest technologies and deploy/absorb cutting-edge technologies wherever feasible,relevant and appropriate. No separate record of theexpenditure incurred on R & D is maintained.

(C) FOREIGN EXCHANGE EARNINGS AND OUTGO

Total foreign exchange earned and used:

(Rupees in Lacs)

Particulars 2007-2008 2006-2007

Foreign exchange earned 364.09 –

Expenditure in foreign currency 139.39 7.03

ACKNOWLEDGEMENT

Your Directors would like to express their sincereappreciation of the co-operation and assistance receivedfrom the Bankers, Regulatory Bodies, Investors, Suppliers,Distributors and other Business Constituents during the yearunder review.

Your Directors also wish to place on record their deep senseof appreciation for the commitment displayed by allexecutives, officers and staff, resulting in the successfulperformance during the year and look forward to their

continued support in the years to come.

By Order of the Board

Religare Technova Global Solutions Limited

(Formerly known as Asian CERC Information Technology Limited)

Sd/- Sd/-

Place: New Delhi Sanjay V. Padode Maninder Singh Grewal

Date: November 25, 2008 Managing Director Director


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ECONOMY AND INDUSTRY OVERVIEW

There was nothing in 2007-08 to indicate how the year

2008-09 will change some of the basic assumptions that

were thought to be sacrosanct. The current downturn and

the economic woes bought about by the subprime crisis in

the USA have had global repercussions. The collapse of

Lehman Bros and the bailouts of AIG were unthinkable

one year ago.

The economy has reported a growth of around 8.7 percent

during the financial year 2007-2008. In the same period,

the SENSEX has reported a growth of 25.60% i.e. from

12,455.37 as on April 2, 2007 to 15,644.44 as on March 31,

2008. However, during the six months ended September

30, 2008, the SENSEX has reported a decline of around

18% i.e. from 15626.62 as on April 1, 2008 to 12860.43 as

on September 30, 2008. The Gross Domestic Product (GDP)

at Factor Cost (at current prices) was reported to be Rs.

4283 Thousand Crores as advance estimate. Services

contributed as much as 56 % of the overall average growth

in GDP in last fiscal.

According to NASSCOM Strategic Review 2008, year 2007

was a test of resilience for the Indian Information Technology

(IT) Sector. Nonetheless, the sector successfully countered

fresh headwinds of a slowing economy and a financial sector

crisis in the US and around the world, and sharp appreciation

of the INR against the USD. NASSCOM's survey for 2009

projects that overall software and services revenues will

grow by between 21% and 24% in FY09. The US accounts

for more than 60% of Indian software and services exports

and, as a result, the export growth rate will lower by

between 5% and 6% next year.

While many of the challenges faced by the sector persist,

and are likely to remain over the foreseeable future, Indian

IT-BPO's demonstrated ability to overcome them and

continue on its strong growth trajectory reinforces the

conviction in its fundamentally strong and sustainable value

proposition. India continues to be the 'nerve-centre' for

global sourcing with over 2/3rd of the Fortune 500 and a

majority of the Global 2000 firms leveraging global service

delivery - now sourcing from India. As the world enters

into another round of cost cutting, India and the IT industry

in India will have to find innovative ways of changing into

a low cost leader.

The capital markets in the country remained highly volatile

emphasizing the need for proper Risk Management across

Management Discussion and Analysis

the segment. The growing volumes in the market both in

commodities and equity segment have led to many large

Indian groups announcing aggressive plans for setting up

of Exchanges to enable trading in these segments. Brokers

have embarked on ambitious plans to establish a global

presence and some of them were seen acquiring companies

overseas to make their ambitions a reality. The globalization

of the capital market segment in India has been initiated

aggressively and in the long term will provide a healthy

environment for companies providing IT solutions and

services in this space.

FINANCIAL OVERVIEW OF THE COMPANY (BASED ON

STAND ALONE FINANCIALS)

Your company has been acknowledged as a domain expert

in the capital market space and the growth of this segment

in the country has boosted the revenues and the profitability

of your company. The globalization of the capital market

segment has also forced the management of the company

to invest into technologies and solutions that can enable it

to become global player in this space in the future. The

Company has managed to sustain a growth rate of more

than 55% in past two years. The Total Sales of the Company

has increased from Rs.888.80 Lacs for Financial Year 2005-

2006 to Rs 1396.16 Lacs in Financial Year 2006-2007 and

the same was reported to Rs. 2196.25 Lacs during the

Financial Year 2007-2008.

Similarly the Profit Before Tax and Profit After Tax has

witnessed a growth of 20.22% and 48.31% respectively in

Financial Year 2007-2008. As a results of this the

accumulated profits carried to the Balance Sheet has

increased from 301.97 Lacs to 530.01 Lacs. The growth in

Revenue and Profits is also visualized in following chart:


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OPERATIONAL OVERVIEW OF THE COMPANY

The company focused on improving its processes to enhanceits scale of operations efficiently. The company successfullyestablished an Offshore Development Center for itsassociate company Capital Market Solutions Pty. Ltd. Thecompany also enhanced its product offering by introducinga back office application integrated with its front officeofferings, creating India's first fully integrated solution forsecurities trading. The zest for adding new markets to itsexisting solution continued during the year and the companywas successfully empanelled by MCX for both its InternetTrading Solution and Dealing Solution. The year also sawthe introduction of DMA into our country and you companyhas successfully developed a robust DMS solution.

The company continued its customer acquisition spreeduring the past. Some of the big names that were added tothe list of customers are: DSP Merill Lynch, Morgan Stanley,Web 18, Live Mint, Tata Securities, Business Today, InternetSecurities India, FPT Securities (Vietnam), Dai VietSecurities (Vietnam). Besides this the business from existingcustomers continued to grow which clearly demonstratedthe faith that such customers have reposed on your company.

The information business specifically on the Portaldevelopment front has also shown healthy growth duringthe year. The revenues of this part of the business grew byinitiating dedicated study of the current offerings from us aswell as the trends in the Markets (domestic and international)through our Research Team. Based on the customer feedbackand their study, we have enhanced our offerings on the Portaldevelopment front, which have resulted in higher valuationof the deliveries. This division has grown more than 60% inrevenues compared to the last year.

STRENGTHS

In the context of the current economic conditions and ascompanies look the next round of cost reduction and processoptimization, we see many opportunities for India and yourCompany.

Economic downturns often accelerate change in high-techlandscapes. Old technology gets discarded and newer ideasand concepts are incubated. As the world enters into arecessionary period, a major shift will take place in howbusinesses assess technology and how business usetechnology and hence the pressure to cut cost will beextreme. A new forecast from IDC, the leading marketresearcher, on the US markets indicates that growth in USspending on IT and Technology will be in the region of0.9% as against the previous forecast of 4.9%. The reductionin IT budgets will open opportunities when there are shiftsto a handful of new technologies that save money.

This strategic shift will change the competitive landscapeof the IT world and there will be major threats to establishedplayers. This will mean opportunities for your company.

One of our major strengths is our domain knowledge andthis will be a key differentiator. As customers seek newtechnology and new processes, domain knowledge will bekey. Our ability will be to respond quickly and focus sharplyof customer requirement. While larger IT competitor willhave to develop processes aligned to this new paradigmand combine technology and domain, your Company isalready positioned.

WEAKNESSES

The realignments with regard to cost reductions comingfrom outsourcing which has already been factored into thebalance sheets of IT companies, Indian IT Industry will haveto find innovative ways of challenging from a low costmanpower provided to a productivity driven innovativeculture. For competing with the established players, wewill have to move quickly to explore methods of attractingand retaining the best talent and skills required.

Some companies may chose to cut IT budgets sharply in thenear term, as they chose to wait for a return to some stabilitybefore making IT decisions. These deferments may lead toshort term losses of profitability and revenue. Howeveralongwith these realignements will come a need for newsoftware products and services and your company is closelyfollowing these developments and is positioned to takeadvantage of the opportunities that change will bring.

OPPORTUNITIES AND THREATS

The company continues to expand its product portfolio andin this year has been able to integrate with its partnerssolution to create a robust and scalable exchange tradingplatform. The company sees immense opportunities in thisspace globally. The successful implementation of our frontoffice solution in Vietnam in partnership with Capital MarketSolutions Pty. Ltd. has boosted the confidence of thecompany to take on newer markets outside of India. Thecompany has made aggressive plans for implementing itssolutions in other countries and sees this as an immenseopportunity for the future. On the information business frontyour company continues to add more customers and is nowplanning to add more countries to its existing informationso that it can tap other markets outside of India for promotingthis service.

Indian market is becoming very attractive for solutionproviders globally and it is eminent that such companieswill establish their operations in our country. Competitionfrom such players is emerging as a threat to our business,however the company is confident of handling the situationby providing competitive and feature rich products to themarket. Due to the increased dependence of the businesson foreign exchange inflows the fluctuation of the currencyis another risk that the company has to manage. Thecompany is being advised by eminent professionals who have


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extensive experience in managing treasury operations andis confident of mitigating this risk by adopting suitablehedging strategies. The dependence of the company on theIndian market conditions is reducing rapidly however sincea significant portion of the revenues is contributed by thedomestic sales; the health of our market continues to remainan important factor for maintaining our projections.

FUTURE OUTLOOK

As companies scramble to reduce cost and increaseproductivity, new opportunities for IT will appear. Amongother technologies, your company is already pioneeringSAAS as a model for the future and has invested intechnology and resources to ensure that it remains in thecutting edge of technology while reducing costs for itscustomers and increasing profitability for its stakeholders.The current downturn is seen by Religare Technova as anemerging opportunity and a chance to position itself as acompany specializing in domains and providing the entiresuite of IT services. At the same time the company intendsto invest in this direction during the coming year to establishits presence in multiple markets overseas thus minimizingany local geographical impact and downturn.

Our MD, Mr. Sanjay V. Padode was a special speaker at theHigh Power Computing Conference hosted by HP in LasVegas and was the only special invitee speaker from Indiashowing HP's faith in your company as a technology leader.

The volatile situation of the capital markets has signaledvery strongly that the year ahead has to be treading withcaution. The company has already established a riskmitigation strategy to prepare itself for any short termcalamity and in the process has insulated the new productdevelopments from such situations. The company plans togrow the product portfolio in the Capital Market Segmentand is also investing into developing products for theInsurance segment. We see the coming year as a year ofconsolidation and we see the years coming ahead as theyears of phenomenal growth for the company.

SEGMENT-WISE ANALYSIS

1. Content Data Feed :

During the year under review, the Company's Content/ Data Feed segment recorded growth of 61.78 percentrevenue to reach Rs. 389.20 Lacs as compared toRs. 240.58 Lacs in 2006-07.

2. Software Development (Internet Based TradingSolutions):

During the year under review, Company's Softwaredevelopment segment recorded significant growth of56 percent revenue to reach Rs. 1807.05 Lacs ascompared to Rs. 1155.58 Lacs in 2006-07.

RISKS AND CONCERNS

The company continues to be plagued by risks associatedwith currency fluctuation, market sentiments and more

competition from global players. The dependency of thecompany on human capital remains high and we see thisas a significant risk for the business.

The company has instituted robust processes for managingits resources and is farily confident of mitigating the abovementioned risks.

HUMAN RESOURCES

At Religare Technova, we value our employees as our"Greatest Assets". The company, therefore, strives forcontinuous learning and development for each and everyemployee to align the same with the business objective.The company has initiated various HR Strategies to attract,motivate, develop and retain staff in order to make it aproductive workplace. Employee Training andDevelopment, Employee Selection and Recruitment,Employee Engagement and Rewards, Performance Appraisaland Communication are the critical issues HR targets toaccomplish. As on date of this report, we have a strongteam of 262 Employees.

The company worked out a robust, process drivenorganization structure and as part of that, Mr. HemchandraKavuri has joined us as Head - Global Delivery (27years ofexperience). To support the new structure the company hasaggressively scouted the market for the right talent andhas been successful in roping in number of Senior Managers.

INTERNAL CONTROL SYSTEMS

The Company is equipped with adequate internal controlsystems for its business processes, which determine theefficiency of its operations, strengthens financial reporting andensures compliance with applicable laws and regulations.

The internal control systems are supplemented by extensiveaudits conducted by internal auditors. Moreover, regularinternal audit and checks ensure that responsibilities areexecuted effectively across the organization. The AuditCommittee of the Board of Director reviews the adequacyand effectiveness of the internal control systems and alsosuggest improvements for strengthening the same.

The company has diligently worked on the QMS initiativeduring the year and is now a ISO 9001:2000 certifiedCompany. The company is now pursuing its CMMi level 3certification and is confident of attaining the same in thecoming year.

CAUTIONARY STATEMENT

Statement in this "Management Discussion and Analysis"describing the Company's objectives, expectations orpredications may be within the meaning of applicable lawsand regulations. Actual results could differ materially fromthose expressed or implied in such forward-looking statement.The Company undertakes no obligation to publicly updateor revise any forward looking statements whether as a result

of new information, future events or otherwise.


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Report on Corporate Governance

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

Your Company stands committed to good Corporate Governance - transparency, accountability, independent

supervision, disclosure and equity in all spheres of its operations and in all its dealing with the shareholders,

employees, the government and other parties. Keeping in view the interests of the company's stakeholders, the

basic philosophy of Corporate Governance in the Company is to achieve business excellence and increasing long-

term shareholders' value. Corporate Governance is considered as an important tool for shareholders' protection and

maximization of their long term values. The cardinal principle such as accountability, responsibility, transparency

and fair disclosure serve as the measure for achieving goals. The Company not only ensures compliance with

various statutory and regulatory requirements applicable to it, but also goes beyond exemplary Corporate

Governance.

2. BOARD OF DIRECTORS

(A) Board's Composition and Category:

The Board of Director of the Company has an optimum combination of Executive and Non-Executive Directors.

The Board has a current strength of Nine (9) Directors, with a combination of Two (2) Executive Directors and

Seven (7) Non-Executive Directors including Five (5) Independent Directors, which is in compliance with the

requirements of Clause 49 of the Listing Agreement.

None of the Directors on the Board is a Member on more than 10 Committees and Chairman of more than 5

Committees (as specified in Clause 49), across all the companies in which he is a Director. The necessary disclosures

regarding Committee positions have been made by the Directors.

Composition, number of Directorships held by them in other companies and also the number of their membership

and chairmanship on the various committees of board, as on March 31, 2008 is as follows:

Sl. Name of the Director Category No. of No. of Membership/No. Directorships held Chairmanships in various

in other Companies* Board Committees**

Member Chairman

1 Mr. Sanjay V. Padode Executive Director 1 – –Managing Director

2 Mr. Sudhanshu VarmaWhole time Director Executive Director – – –

3 Mr. Manoj A. Shah Independent Director – – –

4 Mr. Kanwaljit Singh# Independent Director 1 – –

5 Mr. Anuj Chowdhry Independent Director 1 2 2

6 Mr. Gurpreet Singh Sodhi@ Independent Director – – –

7 Mr. Rajveer Singh Gulia@ Independent Director – – –

8 Mr. Vikramaditya Rajput@ Independent Director – – –

9 Ms. Reena Mirchandani@ Independent Director – – –

10 Dr. Preetinder Singh Joshi% Independent Director – – –

11 Mr. Padam Bahl$ Independent Director 9 5 4

12 Mr. Vikram Sahgal$ Independent Director 2 1 –

13 Mr. Anil Saxena$ Non-Executive Director 5 1 –

14 Mr. Maninder Singh Grewal$ Non-Executive Director 3 1 –

* Private Limited companies, Foreign Companies and Companies under Section 25 of the Companies Act, 1956 are excluded for theabove purpose.

** Includes only Audit Committee and Shareholders / Investors Grievance Committee.# Resigned from the Directorship of the Company with effect from July 30, 2008.@ Resigned from the Directorship of the Company with effect from October 29, 2007.% Inducted as Additional Director with effect from July 30, 2008.

$ Inducted as Additional Director with effect from October 29, 2007.


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(B) Non-executive directors' compensation

As decided by the Board a sitting fee of Rs. 10,000/- per meeting is paid to the non-executive directors, including

independent directors, for each of the board meetings attended.

(C) Board Meetings

Date of Board meetings are fixed in advance and agenda papers are circulated to Directors generally one week

before the meeting. All material information is incorporated in the agenda papers for facilitating meaningful and

focused discussions at the meeting. Where it is not practicable to attach any document to the agenda, the same is

tabled before the meeting with specific reference to this effect in the agenda.

In special and exceptional circumstances, additional or supplementary items(s) on the agenda are permitted.

Sensitive subject matters may be discussed at the meeting without written material being circulated in advance.

During the financial year 2007-08, Seven (7) Board Meetings were held: 18th May, 2007, 8th June, 2007, 23rd July,

2007, 20th September, 2007, 22nd October, 2007, 29th October, 2007 and 22nd January, 2008.

The last Annual General Meeting was held on September 20, 2007.

Details of attendance of Directors at various Board Meetings and at Annual General Meeting held during the

financial year 2007-08 is as under:

Name of Director No. of Board Meetings Whether attended the last AGM

attended Yes/No

Mr. Sanjay V. Padode 7 Yes

Mr. Sudhanshu Varma 6 No

Mr. Kanwaljit Singh# 3 No

Mr. Manoj A. Shah 5 Yes

Mr. Anuj Chowdhry 3 –

Mr. Maninder Singh Grewal* 2 –

Mr. Padam Bahl* 1 –

Mr. Vikram Sahgal* 1 –

Mr. Anil Saxena* NIL –

Mr. Gurpreet Singh Sodhi@ NIL No

Mr. Rajveer Singh Gulia@ 1 No

Mr. Vikramaditya Rajput@ NIL No

Ms. Reena Mirchandani@ NIL No

Dr. Preetinder Singh Joshi$ NIL No

# Resigned from the Directorship of the Company with effect from July 30, 2008.

@ Resigned from the Directorship of the Company with effect from October 29, 2007

$ Inducted as Additional Director of the Company with effect from July 30, 2008.

* Inducted as Additional Director of the Company with effect from October 29, 2007.

3. BOARD COMMITTEES

The Board has constituted four committees: the Audit Committee, the Remuneration Committee, the Shareholders'/

Investors' Grievance Committee and the Committee under Clause 41 of the Listing Agreement. All four Committees

except Remuneration Committee consist of majority of Independent/Non Executive Directors. The Remuneration

Committee consists of all Independent Directors. The minutes of these committees' meetings are submitted to the

Board for approval/confirmation.


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All decisions pertaining to the constitution of Board Committees, appointment(s) of members and fixation of terms

of service for members of Committees is taken by the Board of Directors.

(A) AUDIT COMMITTEE

(i) Composition and Terms of Reference

The Audit Committee currently consists of two Independent Directors and one Non-Executive Director and

provides assistance to the Board of Directors in fulfilling its overall financial responsibilities. The composition

of the Committee is in compliance with Section 292A of the Companies Act, 1956 and Clause 49 of the

Listing Agreement.

The Committee was reconstituted on 29th October, 2007 with Mr. Anuj Chowdhry as Chairman along with Mr.

Manoj A. Shah and Mr. Maninder Singh Grewal as Members of the Committee.

Mr. Rahul Ranjan, Company Secretary of the Company, acts as the Secretary of the Committee.

The brief description of terms of reference of the Committee is as under:

a) Oversight of the company's financial reporting process and the disclosure of its financial information.

b) Reviewing with the management quarterly and annual financial statements before submission to the

board for approval with particular reference to the matters specified in the Listing Agreement.

c) Reviewing the related party transactions.

d) Reviewing the reports of Internal Auditors and ensuring that adequate follow up action is taken by the

management on observations and recommendations made by the Internal Auditors.

e) Recommending to the board the appointment / reappointment / replacement of the Statutory Auditors

and the audit fees payable and fees paid for other services rendered by the Statutory Auditors.

f) Reviewing with the management, external and Internal Auditors, the adequacy of internal control systems.

g) Review of management discussion analysis of financial conditions and results of operations and other

matters specified under Clause 49 of the Listing Agreement.

h) In addition, review of such other functions as envisaged under Section 292A of the Companies Act, 1956

and Clause 49 of the Listing Agreement.

(ii) Meetings and attendance during the year

During the financial year 2007-08 Five (5) Audit Committee Meetings were held: 8th June, 2007, 23rd July,

2007, September 10, 2007, October 29, 2007 and January 22, 2008.

The attendance of members at the meetings of the Committee held during the year were as follows:

Name of the Member No. of Meetings Attended

Mr. Anuj Chowdhry 4

Mr. Manoj A. Shah 3

Mr. Maninder Singh Grewal@ 1

Mr. Rajveer Singh Gulia# 2

# Ceased to be the Member of the Committee with effect from October 29, 2007.

@ Inducted as Member of the Committee with effect from October 29, 2007.

The Chief Financial Officer and representatives of the Statutory and Internal Auditors normally attend the

meetings by invitation.

Mr. Anuj Chowdhry, Chairman of the Committee was present at the Annual General Meeting held on 20th

September, 2007.


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(B) REMUNERATION COMMITTEE


The Remuneration Committee was reconstituted on 29th October, 2007 of three Independent Directors viz.Mr. Anuj Chowdhry as Chairman alongwith Mr. Padam Bahl and Mr. Vikram Sahgal as Members of theCommittee.

The role of the Remuneration Committee includes:

● Recommend for fixation and periodic revision of the compensation of the Managing Director and ExecutiveDirector(s) to the Board for approval and Review and approve compensation policy (including theperformance bonus, incentives, perquisites and benefits) for the senior management personnel.

● Administration and superintendence of Employee Stock Option Plan (ESOP).

● Formulation of the detailed terms and conditions of the ESOP.

● Grant / Cancellation of stock options.

● Allotment of shares pursuant to exercise of vested options.

(ii) Meeting and Attendance

During the financial year 2007-2008, Two (2) meetings of the Committee were held: May 7, 2007 and September

10, 2007.



Mr. Anuj Chowdhry 1

Ms. Reena Mirchandani# 2

Mr. Rajveer Singh Gulia# 2

Mr. Padam Bahl$ NIL

Mr. Vikram Sahgal$ NIL

# Ceased to be the Member of the Committee with effect from October 29, 2007

$ Inducted as Member of the Committee with effect from October 29, 2007.

Mr. Rahul Ranjan, Company Secretary of the Company, acts as the Secretary of the Committee.

(iii) Remuneration of Directors

Remuneration of Managing Director & Whole time Director is decided by the Board based on recommendation

of Remuneration Committee within the ceiling fixed by the shareholders and permissible under the Companies

Act, 1956. Remuneration of the Managing Director & Whole time Director for the year ended March 31, 2008

was as follows:

Name of the Salary & Commission Perquisites Retiral Total Stock Options

Director Allowances payable Benefits Granted

Mr. Sanjay V. Padode 80,25,920.00 – – – 80,25,920.00 –

Managing Director

Mr. Sudhanshu Varma 48,60,120.00 – – – 48,60,120.00 –

Whole time Director

(iv) Remuneration Policy

The Remuneration Policy of the company is to link the remuneration payable to the Directors and employees

with the performance of the Company and is governed by the external competitive environment, track

record, potential, individual performance and performance of the Company as well as industry standards.

Further no sitting fee is paid to the executive directors.


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(C) SHAREHOLDER'S/INVESTOR'S GRIEVANCE COMMITTEE


The Shareholders'/Investors' Grievance Committee of the Board was reconstituted on October 29, 2007 ofTwo Independent Directors and One Non-executive Director viz. Mr. Kanwaljit Singh as Chairman alongwithMr. Maninder Singh Grewal and Mr. Manoj A. Shah as Members of the Committee.

On July 30, 2008 the Committee was again re-constituted, as currency it consist of Mr. Maninder SinghGrewal as Chairman alongwith Mr. Anuj Chowdhry and Mr. Anil Saxena as Members of the Committee.

The Shareholders/Investors Grievances Committee oversees redressal of Shareholders'/Investors' complaintslike transfer of shares, non-receipt of annual reports and other such issues. The key responsibilities of theCommittee includes the followings:

1. Redressal of Shareholders and investors complaints e.g. transfer of shares, non receipt of balance sheet,non receipt of declared dividend.

2. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of variousrequests received from shareholders from time to time.

3. Issue of duplicate share certificates in place of original certificate, which may be lost/torn/mutilated.

4. To approve and effect transmission of shares arising as a result of death of the sole/any joint shareholder.

5. The Committee oversees performance of the Registrar and Transfer Agents of the Company and recommends

measures for overall improvement in the quality of investor services.

(ii) Meetings and Attendance

During the financial year ended March 31, 2008, Eight (8) meetings of the Committee were held: April 30,

2007, May 30, 2007, June 15, 2007, June 30, 2007, July 30, 2007, October 15, 2007, January 16, 2008 and

March 31, 2008.



Mr. Kanwaljit Singh# 8

Mr. Maninder Singh Grewal$ 2

Mr. Manoj A Shah# 2

Mr. Anil Saxena* NIL

Mr. Vikramaditya Rajput@ 6

Ms. Reena Mirchandani@ 6

Mr. Anuj Chowdhry* NIL

# Ceased to be the Member of the Committee with effect from July 30, 2008.

@ Ceased to be the Member of the Committee with effect from October 29, 2007.

$ Inducted as Member of the Committee with effect from October 29, 2007.

* Inducted as Member of the Committee with effect from July 30, 2008.

Mr. Rahul Rajan, Company Secretary of the Company, is the Compliance Officer in terms of Clause 47 of the

Listing Agreement.

(iii) Shareholders complaints and disposal thereof

The complaints of the shareholders are either addressed to the Company Secretary or Share Transfer Agents of

the company i.e. M/s Karvy Computershare Pvt. Ltd. The status of pending shareholder's/ investor's complaints

is regularly reviewed at the Shareholders'/Investors' Grievance Committee Meeting as well as in the Board

Meetings itself on quarterly basis.


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During the financial year 2007-08, the Company received 14 complaints and resolved all the complaints and

therefore no complaint is pending as on March 31, 2008.

(D) COMMITTEE UNDER CLAUSE 41 OF THE LISTING AGREEMENT

Pursuant to Clause 41(II) of the Listing Agreement, the Company on July 30, 2008 has constituted a Committee to

approve the quarterly financial results of the Company. The members of the Committee comprises with one Executive

Director, one Independent and one Non-executive Director viz. Mr. Sanjay V. Padode as Chairman alongwith

Mr. Anil Saxena and Mr. Anuj Chowdhry as Members of the Committee.

4. SUBSIDIARY COMPANIES

The revised Clause 49 defines a 'material non-listed Indian subsidiary' as an unlisted subsidiary, incorporated in India,

whose turnover or net worth (i.e. paid up capital and free reserves) exceeds 20% of the consolidated turnover or net

worth respectively, of the listed holding company and its subsidiaries in the immediately preceding accounting year.

The Company does not have any material non-listed Indian subsidiary.

5. GENERAL BODY MEETINGS

(a) Venue, date and time of the last three Annual General Meetings:

Financial Year Date Time Venue Special Resolutions passed

2004-2005 30.09.2005 11.30 A.M. B-7, 17th 1st Main, NIL

KHB Colony,

5th Block,

Koramangla Layout,

Bangalore 560 095

2005-2006 15.09.2006 11.00 A.M. B-7, 17th 1st Main, 1. Re-appointment and fixation of

KHB Colony, remuneration of Mr. Sanjay V. Padode

5th Block, as Managing Director of the Company;

Koramangla Layout, and

Bangalore 560 095 2. Pursuant to section 81(1A) of the

Companies Act, 1956, issue and

allotment of 2628000 Equity Shares on

preferential basis to Fortis Financial

Services Limited. (now known as

Religare Technova Limited)

2006-2007 20.09.2007 9.30A.M. Shah Auditorium, 2, 1. Increase in remuneration of Mr. Sanjay

Raj Niwas Marg, V. Padode, Managing Director of the

Delhi - 110 054 Company; and

2. Re-appointment and fixation of

remuneration of Mr. Sudhanshu Varma

as Whole time Director of the

Company.

Postal Ballot Resolutions

No special resolution was put through Postal Ballot at the last Annual General Meeting nor is proposed at the ensuing

Annual General Meeting. During the financial year 2007-2008 no resolution was passed through postal ballot process.

However the Company pursuant to Section 21 of the Companies Act, 1956 read with The Companies (Passing of the

Resolution by Postal Ballot) Rules, 2001 changed its name from "Asian CERC Information Technology Limited" to

"Religare Technova Global Solutions Limited". Mr. V.P Kapoor & Co., Company Secretaries, was appointed as

Scrutinizer to conduct the postal ballot process who submitted their report on November 4, 2008. The resolution was


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passed through Postal Ballot process on November 05, 2008 and the result was declared the same day. The change of

name of the Company is effective from November 12, 2008. The summary of voting pattern and results are as under:

Particulars No. of Postal No. of Shares Paid up value % of value of

Ballot of shares (Rs.) shares

Total Postal Ballot Forms 44 7888394 39441970

Less: Invalid Postal Ballot Forms 1 200 1000

Net valid Postal Ballot Forms 43 7888194 39440970

Votes cast in favour 7888194 39440970 100

Votes cast against Nil Nil Nil

Total Votes Cast 7888194 39440970 100

6. DISCLOSURES:

A. Disclosures on materially significant related party transactions that may have potential conflict with the

interest of the Company at large:

● No transaction of material nature has been entered into by the Company with its Directors or Management

and their relatives, etc. that may have a potential conflict with the interests of the Company. The Register of

Contracts/statement of related party transactions, is placed before the Board/Audit Committee regularly.

B. Details of non-compliance by the Company, penalties, strictures imposed on the company by the Bombay

Stock Exchange Limited (BSE) or SEBI or any statutory authority, on any matter related to capital markets,

during the last three years:

● The Company has complied with all the requirements of the Listing Agreement of the Bombay Stock Exchange

Limited (BSE) as well as regulations and guidelines issued by SEBI. Hence, neither any penalty nor any

stricture has been imposed by SEBI, BSE or any other Statutory Authority on any matter relating to capital

markets, during the last three years.

C. Disclosure of Accounting Treatment:

● The Company has prepared its financial statement as per the Accounting Standard prescribed by the Institute

of Chartered Accountants of India (ICAI). There is no deviation in the Accounting Treatment.

D. Disclosure of Risk Management:

● The Company has laid down procedures to inform Board members about the risk assessment and minimization

procedures. These procedures are periodically reviewed to ensure that executive management controls risk

through means of a properly defined framework.

E. Management:

● Detailed report on Management Discussion and Analysis (MD&A) forms part of the Directors' Report. We

have system in place whereby senior management makes disclosures on quarterly basis to the Board relating

to all material financial and commercial transactions, where they have personal interest that may have a

potential conflict with the interest of the company at large.

7. Means of Communication:

The Company regularly intimates unaudited as well as audited financial results to the Bombay Stock Exchange

Limited (BSE) immediately after these are taken on record by the Board. These financial results are normally

published in the Jansatta, Financial Express and Pioneer and also displayed on the website of the Company

www.asiancerc.com shortly after its submission to the BSE and simultaneously posted on the EDIFAR (Electronic

Data Information Filing and Retrieval System) website maintained by National Informatics Center (NIC).


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All material information about the Company is promptly sent through facsimile to the Bombay Stock Exchange

where the Company's shares are listed and released to wire services and the press for information of the public at

large. Besides, the Company disseminates information through press and analyst meets.

As required by sub-clause IV (F) of clause 49 of the listing agreement, management discussion and analysis report

is given separately in the annual report.

8. General Shareholders Information

a) Annual General Meeting:

Date : December 22, 2008

Time : 12.30 P.M.

Venue : Shah Auditorium, 2, Raj Niwas Marg, Delhi - 110 054

b) Financial calendar (tentative):

Financial Year: April 1, 2008 to March 31, 2009

Adoption of Quarterly Results

For the Quarter ended By the end of

June 30, 2008 July 2008

September 30, 2008 October 2008

December 31, 2008 January 2008

March 31, 2009 June 2009

c) Dates of Book Closure for AGM

From Friday, December 19, 2008 to Monday, December 22, 2008 (both days inclusive).

d) Dividend payment date

No dividend has been recommended for the financial year 2007-08.

e) Listing on Stock Exchange

The Bombay Stock Exchange Limited

Phiroze Jeejeebhoy Towers, Dalal Street,

Mumbai - 400 001

f) Stock Codes

Consequent upon change of name of the company from "Asian CERC Information Technology Limited" to

"Religare Technova Global Solutions Limited", the Scrip details of the Company at trading platform of BSE is

as under:

Existing old

Scrip Code 530619 530619

Scrip Id RELIGLOBE ASIANCE

Demat ISIN Number for CDSL and NSDL

INE603B01029 *

* New ISIN number was activated by the Depositories on sub-division of Nominal value of Equity Shares from Rs. 10/- to Rs. 5/- per

share.


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g) Market Price Data

The monthly high and low stock prices during the financial year 2007-08 and performance in comparison to

broad based indices are given below:

Market Price and Indices Data

Month Bombay Stock Exchange Month Bombay Stock Exchange

Limited Price (Rs.) Limited Price (Rs.)

High Low High Low

April'07 242.05 172.00 October'07 178.10 131.00

May'07 209.35 176.20 November'07 149.00 116.25

June'07 229.00 187.00 December'07 190.00 122.10

July'07 210.00 161.10 January'08 226.95 128.80

August'07 200.10 149.00 February'08 144.10 103.25

September'07 195.00 163.00 March'08 101.90 68.85

h) Registrar and Transfer Agents:

The details of Registrar & Share Transfer Agents of the Company are as follows:

Karvy Computershare Private Limited

Plot No. 17 to 24, Vittal Rao Nagar,

Madhapur, Hyderabad - 500 081.

Tel: 040-23420815-824

Fax: 040-23420814/ 23420857

E-mail: [email protected]

Website: www.karvy.com

i) Share Transfer System:

The share transfer requests received in physical form by the Company or the Company's Registrar and Transfer

Agent are registered within a period of 10 to 20 days from the date of receipt. Requests for dematerialization

received from the shareholders are affected within an average period of 7 days.


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j) Code of Conduct:

The Company has in place a Code of Conduct applicable to the Board Members as well as the Senior

Management and the same has been posted on the web-site of the Company i.e. www.asiancerc.com. All the

Board Members and the Senior Management Personnel have affirmed compliance with the Code of Conduct

as on March 31, 2008.

k) Address for Investor Correspondence:

For any assistance regarding dematerialization of shares, share transfers, transmissions, change of address,

non-receipt of dividend or any address, non-receipt of dividend or any other query relating to shares, please

write to:

For general correspondence:

1. Company Secretary

255, First Floor,

Okhla Industrial Estate, Phase-III,

New Delhi - 110020

Tel No: 011-30815488

Fax No: 011-30815288

The Company can be visited at www.asiancerc.com

2. M/s. Karvy Computershare Private Limited

Karvy House, 46, Avenue 4, Street No.1

Banjara Hills, Hyderabad - 500 034.

Tel - 040-2420815-28

Fax - 040-23420814/23420857

E-mail - [email protected]

Website - www.karvy.com

l) Shareholding Pattern as on 31st March 2008:

S.No. Category No. of Shares % Shareholding

1. Promoters & Promoters Group 59,25,800 48.23

2. Financial Institutions, Banks and Mutual Funds Nil Nil

3. NRIs, Foreign Bodies Corporate, FII 9,58,487 7.79

4. Directors & Relatives 2,15,400 1.75

5. Trust/HUF/Clearing Members 2,89,133 2.35

6. Private Corporate Bodies 22,65,968 18.44

7. General Public 26,32,812 21.42

TOTAL 1,22,87,600 100.00


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m) Distribution Schedule as March 31, 2008:

From - To No. of Shareholders No. of Shares

Number % Total Number % Total

1 - 5000 5769 87.65 8,01,255 6.53

5001 - 10000 392 5.96 3,14,216 2.56

10001 - 20000 178 2.70 2,67,494 2.18

20001 - 30000 70 1.06 1,82,467 1.48

30001 - 40000 35 0.53 1,27,538 1.04

40001 - 50000 24 0.36 1,11,193 0.90

50001 - 100000 53 0.81 3,97,398 3.23

100001 & above 61 0.93 1,00,86,039 82.08

6582 100.00 1,22,87,600 100.00

n) Dematerialization of Shares and Liquidity:

As on 31st March 2008, 11996150 Equity Shares (97.63% of the total number of shares) are in dematerialised

form. The equity shares of the Company are traded on Bombay Stock Exchange Limited. Listing fee for the

financial year 2008-09 has been paid to Bombay Stock Exchange Limited.

o) Public issue, right issue, preferential issue, and GDR/ADR etc.:

There was no public issue, right issue or preferential issue during the year. The Company has not issued any

Global Depository Receipt (GDR) / American Depository Receipt (ADR) / Warrant or any convertible instrument,

which is likely to have impact on the company's equity. However, the Company has converted the outstanding

1200000 warrants into the equity shares of the company on September 20, 2007. The shares so allotted upon

conversion have been listed on the Bombay Stock Exchange Limited.

Under the Employee Stock Option Plan, 2006, the Company had issued & allotted 59,600 equity shares of Rs. 5/

- each on September 20, 2007 and 77,400 equity shares of Rs. 5/- each on September 15, 2008 to the employees

of the Company who had exercised the options granted. Out of total 154000 options granted, 137000 options

have been excercised, 6800 options have been cancelled and the options outstanding are 10,200 on this date of

report. The details of ESOP are given in the Directors Report, forming part of this Annual Report.

p) Directors:

Appointment / Re -appointment of Directors

In terms of the provisions of the Companies Act, 1956 and the Articles of Association of the Company, Mr.

Anuj Chowdhry and Mr. Manoj A. Shah will retire by rotation at the ensuing Annual General Meeting, and

being eligible, offers themselves for re-appointment.

Further, Mr. Maninder Singh Grewal, Mr. Vikram Sahgal, Mr. Padam Bahl, Mr. Anil Saxena and Dr. Preetinder

Singh Joshi will be appointed as Directors at the ensuing Annual General Meeting. The Company has received

consent under Section 257 of the Companies Act, 1956 from member(s) proposing their candidature for

appointment as Directors of the Company.

The Brief Profile of the above named Directors seeking appointment/re-appointment is as under:

A. MR. ANUJ CHOWDHRY

Profile and nature of expertise in specific functional areas

Mr. Anuj Chowdhry is a Fellow member of the Institute of Chartered Accountants of India and having

more then 21 years of rich and varied experience in corporate finance, equity and debt placements and

business restructuring.


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His experience includes advising Large Indian Business Conglomerates on business and financial consulting

and strategy. He has a successful track record of arranging equity and debt finance of over $ 400 million

for fast growing mid-market companies and of structuring joint venture relationships for Western

Multinationals entering India.

He is very well networked within the Indian Corporate Sector, Banks, Financial Institutions, Multilateral

funding agencies and family offices to facilitate business collaborations, assets funds etc. He is specialized

in distressed asset debt restructuring and works actively with specialized distressed assets funds.

Mr. Anuj Chowdhry does not hold any shares in the Company.

Directorships in other companies

● Mentor Capital Services Private Limited

● Brushman (India) Limited

● Spar Solutions Merchandising Private Limited

● Adept Creations Private Limited

● Finnacle Capital Advisors Private Limited

● Craftsilver Jewels Private Limited

● Suparna Holdings Private Limited

● Saubhagya Buildcon Private Limited

● Religare Arts Investment Management Limited

Committee Memberships in other companies

1. Brushman (India) Limited

Audit Committee

Shareholders'/ Investors' Grievance Committee

Remuneration/Compensation Committee

B. MR. MANOJ A. SHAH

Profile and nature of expertise in specific functional area

Mr. Manoj A. Shah is a B.E (Electrical), M.S (Industrial), highly visible business executive in the global

information technology industry. He has been in the industry for 0ver 40 years, 26 years with DIGITAL of

which last 7 years as the founder managing director of DIGITAL INDIA.

He is now, the president and CEO of his own International Business Alliance Consulting Group M.S.

Enterprises in Bangalore. He has created Regent Associates India Limited in association with Regent

Associates Limited, a mergers and acquisition specialists with global network. He is also an active

Angel Investor having created a number of successful enterprises. He is also a general partner in Infinity

Ventures and an Investment advisor to Karnataka's IT Venture Fund KITVEN.

Mr. Manoj A Shah holds 35000 shares in the Company.


● Regent Associates India Private Limited

● Code Theatre Infotech Private Limited

● Govardhan Constuction Private Limited

● Agile Labs Private Limited


NIL


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C. MR. MANINDER SINGH GREWAL


Mr. Maninder Singh Grewal graduated in Mechanical Engineering with a B.Tech (Hons) from IIT Kharagpur.

He has more than 25 years of experience in the informational technology industry. Familiar with Computer

Simulation techniques in his college, he has been a associated with Wipro from its startup days as their

principal vendor in the North and was instrumental in setting up Ludhiana Stock Exchange/ Securities

migrating from manual trading to computerization. He has done successful implementations of SAP on

Solaris, Linus and Windows and helped computerize branches of State Bank of India, Punjab & Sind

Bank and Bank of India. For Ranbaxy he has led a worldwide effort in centralizing applications and

messaging. He is currently associated with Religare Technova Limited (Formerly known as Fortis Financial

Services Limited) as CEO and Whole-time Director.

Mr. Maninder Singh Grewal does not hold any shares in the Company.


● Mehar Singh & Co Private Limited

● Religare Technova Business Intellect Limited

● Capital Market Solutions Pty. Limited

● Regius Overseas Holding Co. Limited

● Inter Connected Stock Exchange of India Limited

● Religare Technova IT Services Limited

● Religare Technova Limited


1. Religare Technova Limited

Investor Grievance Committee

Committee under Clause 41 of the Listing Agreement

D. MR. VIKRAM SAHGAL


Mr. Vikram Sahgal graduated in Mechanical engineering from Delhi College of Engineering and M.B.A.

from Faculty of Management Studies, Delhi University. He has a professional experience of around 28

years in the engineering field. He is a member of managing committee of PHDCCI and also a member

of the National Committee of Defence of the CII.

Mr. Vikram Sahgal does not hold any shares in the Company.


● Micron Intertech Private Limited

● Techmat Micron India Private Limited

● Alliedtronics (India) Limited

● Micron Flora Private Limited



1. Religare Technova limited - Audit Committee & Remuneration Committee

E. MR. PADAM BAHL


Mr. Padam Bahl holds a bachelor's degree in commerce from Kurukshetra University and LLB from Guru

Nanak Dev University, Amritsar. He is a Fellow Chartered Accountant as well as he has also received


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Diploma in Information System Audit from SSI, Amritsar.

He has been practicing as Chartered Accountant and an Income Tax Advisor since 1979 and has more

than 28 years of work experience. He was the Chairman of Northern India Regional Council of Institute

of Chartered Accountant, Amritsar branch for the year 1998-99 and was the member of the Income Tax

Advisor Committee, Amritsar chapter during the year 2002-03 and 2003-04.

Mr. Padam Bahl does not hold any shares in the Company.


● Religare Enterprises Limited

● Religare Insurance Broking Limited

● Religare Commodities Limited

● Religare Finvest Limited

● Religare Venture Capital Limited

● Religare Arts Initiative Limited

● Religare Securities Limited


● Verne Developers Private Limited


1. Religare Technova limited - Audit Committee & Remuneration Committee

2. Religare Enterprises Limited - Audit Committee, Remuneration Committee & Shareholders'/Investors'

Grievance Committee

3. Religare Finvest Limited - Audit Committee

4. Religare Securities Limited - Audit Committee & Remuneration Committee

5. Religare Insurance Broking Limited - Remuneration Committee

F. ANIL SAXENA


Mr. Anil Saxena holds a bachelor's degree in commerce from the University of Delhi. He is a member

of the Institute of Chartered Accountants of India as well as the Institute of the Cost and Works Accountants

of India. In the past, he was working with Kotak Securities Limited as Vice-President. He has also

worked with Fortis Financial Services Limited and R. Singhania & Co. He has over 15 years of experience

in the financial services industry. Currently he is associated with Religare Enterprises Limited as Group

Chief Finance Officer.

Mr. Anil Saxena does not hold any shares in the Company.


● Religare Arts Initiative Limited

● Religare Travels (India) Limited

● Religare Wellness Limited

● Ran Air Services Limited

● Religare United Soccer Limited

● Medsource Health Care Private Limited

● Religare Arts Investment Management Limited

● Religare Technova IT Services Limited

● Religare Capital Markets Limited


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● Religare Securities Limited

● SAK Consumer Retail Services Limited

● Life Time Health Care Private Limited

● Pill and Powder Private Limited

● Religare Capital Markets International (Mauritius) Ltd.

● Religare Capital Markets International (UK) Ltd.

● Religare Hichens, Harrison plc

● Religare Hichens Harrison Inc.


● Ran Air Services Limited - Audit Committee

● Religare Wellness Limited - Audit Committee

G. DR. PREETINDER SINGH JOSHI


Dr. Preetinder Singh Joshi holds an M.B.B.S. degree from Medical College, Amritsar and M.D. degree in

Cardiology & General Medicine from Maulana Azad Medical College, Delhi. He is a member of Royal

College of Physicians, UK. He has over 33 years of experience in medical profession in India and

abroad. Dr. Joshi is an eminent Cardiologist and is presently working as Director of Maharaj Sawan

Singh Charitable Hospital, Beas (Punjab).

Dr. Preetinder Singh Joshi does not hold any shares in the Company.


● Fortis Healthcare Limited

● Ranbaxy Laboratories Limited

● Escorts Hospital and Research Centre Limited

● Escorts Heart and Super Speciality Hospital Limited

● Escorts Heart and Super Speciality Institute Limited

● Escorts Heart Centre Limited

● Fortis Hospotel Limited

● Hiranandani Healthcare Private Limited

● International Hospital Limited


Committee Memberships

● Fortis Healthcare Limited - Audit Committee, Remuneration Committee and Shareholder's /Investor's

Grievance Committee;

● Escorts Heart and Super Speciality Hospital Limited - Audit Committee & Remuneration Committee

● Escorts Hospital and Research Centre Limited - Audit Committee & Remuneration Committee

● Fortis Hospotel Limited - Audit Committee & Remuneration Committee

● International Hospital Limited - Audit Committee

● Religare Technova Limited - Remuneration Committee


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CERTIFICATE ON CORPORATE GOVERNANCE

ToThe Members,Religare Technova Global Solutions Limited,(Formerly known as Asian CERC Information Technology Limited),

We have examined the compliance of conditions of Corporate Governance by Religare Technova Global Solutions Limited (Formerly knownas Asian CERC Information Technology Limited) for the year ended 31st March, 2008 in terms of requirements of Clause 49 of the ListingAgreement of said Company with Bombay Stock Exchange.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination is limited to procedures andimplementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. This certificate isneither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with,in material respect, the conditions of Corporate Governance in the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency and effectiveness withwhich the management has conducted the affairs of the Company.

For Kiran Sharma & Co.Company Secretaries

Sd/-Place: New Delhi Kiran SharmaDate: November 18, 2008 FCS, C.P. No. 3116

Certificate & Declaration

MANAGING DIRECTOR / CHIEF FINANCE OFFICER CERTIFICATION

We, Sanjay V Padode, Managing Director and Sameer Paddalwar, Chief Finance Officer, of Religare Technova Global Solutions Limited(Formerly known as Asian CERC Information Technology Limited), hereby certify that:

(a) We have reviewed financial statements and the cash flow statement for the year ended March 31, 2008 and that to the best of ourknowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might bemisleading;

(ii) these statements together present a true and fair view of the Company's affairs and are in compliance with the existing AccountingStandards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which are fraudulent,illegal or violative of the Company's Code of Conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and have evaluated the effectiveness ofinternal control systems of the Company pertaining to financial reporting and we have disclosed to the Auditors and the Audit Committee,deficiencies in the design or operation of such internal controls, if any, of which we are aware and the steps we have taken or propose totake to rectify these deficiencies.

(d) We have indicated to the Auditors and the Audit Committee that -

(i) there has not been any significant changes in internal control over financial reporting during the year under reference;

(ii) there has not been any significant changes in accounting policies during the year under requiring disclosure in the notes to thefinancial statements; and

(iii) there has not been any instances during the year of significant fraud of which we had become aware and the involvement therein,if any, of the management or an employee having a significant role in the Company's internal control system over financialreporting.

Sd/- Sd/-Place: New Delhi Sanjay V. Padode Sameer PaddalwarDate: November 25, 2008 Managing Director Chief Finance Officer

DECLARATION BY MANAGING DIRECTOR

This is to certify that the Company has laid down a Code of Conduct (the Code) for all Board Members and Senior Management Personnel of theCompany and a copy of the Code is available on the website of the Company viz. www.asiancerc.com

It is further certified that the Directors and Senior Management have affirmed their compliance with the Code for the year ended 31st March,2008.

Sd/-Place: New Delhi Sanjay V. PadodeDate: November 25, 2008 Managing Director


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Auditors' Report

TO THE MEMBERS OF RELIGARE TECHNOVA GLOBAL

SOLUTIONS LIMITED (FORMERLY KNOWN AS ASIAN

CERC INFORMATION TECHNOLOGY LIMITED)

1. We have audited the attached Balance Sheet of

Religare Technova Global Solutions Limited (Formerly

known as Asian CERC Information Technology

Limited), as at March 31, 2008, and the related Profit

and Loss Account and Cash Flow Statement for the

year ended on that date annexed thereto, which we

have signed under reference to this report. 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 the

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. As required by the Companies (Auditor's Report) Order,

2003, as amended by the Companies (Auditor's Report)

(Amendment) Order, 2004, issued by the Central

Government of India in terms of sub-section (4A) of

Section 227 of 'The Companies Act, 1956' of India

(the 'Act') and on the basis of such checks of the books

and records of the company as we considered

appropriate and according to the information and

explanations given to us, we give in the Annexure a

statement on the matters specified in paragraphs 4

and 5 of the said Order.

4. Further to our comments in the Annexure referred to

in paragraph 3 above, we report that:

(a) We have obtained all the information and

explanations, which to the best of our knowledge

and belief were 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 as appears from our examination of those

books;

(c) The Balance Sheet, Profit and Loss Account and

Cash Flow Statement dealt with by this report

are in agreement with the books of account;

(d) In our opinion, the Balance Sheet, Profit and Loss

Account and Cash Flow Statement dealt with

by this report comply with the accounting

standards referred to in sub-section (3C) of

Section 211 of the Act;

(e) On the basis of written representations received

from the directors, as on March 31, 2008 and

taken on record by the Board of Directors, none

of the directors is disqualified as on March 31,

2008 from being appointed as a director in terms

of clause (g) of sub-section (1) of Section 274 of

the Act;

(f) In our opinion and to the best of our information

and according to the explanations given to us,

the said financial statements together with the

notes thereon and attached thereto give in the

prescribed manner the information required by

the Act and give a true and fair view in

conformity with the accounting principles

generally accepted in India:

(i) in the case of the Balance Sheet, of the

state of affairs of the company as at March

31, 2008;

(ii) in the case of the Profit and Loss Account,

of the profit for the year ended on that date;

and

(iii) in the case of the Cash Flow Statement, of

the cash flows for the year ended on that

date.

Sd/-

Dibyendu Majumder

Partner

Membership Number 57687

For and on behalf of

Price Waterhouse

Chartered Accountants

Place: Bangalore

Date: November 25, 2008


Global Reports LLC


[Referred to in paragraph 3 of the Auditors' Report of even

date to the members of Religare Technova Global Solutions

Limited (Formerly known as Asian CERC Information

Technology Limited) on the financial statements for the

year ended March 31, 2008]

1. (a) The company is maintaining proper records

showing full particulars including quantitative

details and situation of fixed assets.

(b) The fixed assets of the company have been

physically verified by the management during

the year and no material discrepancies between

the book records and the physical inventory have

been noticed. In our opinion, the frequency of

verification is reasonable.

(c) In our opinion and according to the information

and explanations given to us, a substantial part

of fixed assets has not been disposed of by the

company during the year.

2. The Company does not have any inventory at any

time during the year and accordingly clauses (ii)(a),

(ii)(b) and (ii)(c) of the Order, are not applicable.

3. (a) The company has granted unsecured loan, to a

company covered in the register maintained

under Section 301 of the Act. The maximum

amount involved during the year and the year-

end balance of such loans aggregates to

Rs.145,400,000 and Rs.145,400,000 respectively.

(b) In our opinion, the rate of interest and other terms

and conditions of such loans are not prima facie

prejudicial to the interest of the company.

(c) In respect of the aforesaid loans, the parties are

repaying the principal amounts as stipulated and

are also regular in payment of interest, where

applicable.

(d) In respect of the aforesaid loans, in the cases

where the overdue amount is more than Rupees

One lakh, in our opinion, reasonable steps have

been taken by the company for the recovery of

the principal amounts and interest, where

applicable.

(e) The company has taken unsecured loans, from

one company covered in the register maintained

under Section 301 of the Act. The maximum

amount involved during the year and the year-

Annexure to Auditors' Report

end balance of such loans aggregates to

Rs.500,000,000 and Rs.500,000,000 respectively.

(f) In our opinion, the rate of interest and other terms

and conditions of such loans are not prima facie

prejudicial to the interest of the company.

(g) In respect of the aforesaid loans, the company

is regular in repaying the principal amounts as

stipulated and is also regular in payment of

interest, where applicable.

4. In our opinion and according to the information and

explanations given to us, having regard to the

explanation that certain items purchased are of special

nature for which suitable alternative sources do not

exist for obtaining comparative quotations, there is

an adequate internal control system commensurate

with the size of the company and the nature of its

business for the purchase of fixed assets and for the

sale of services. Further, on the basis of our

examination of the books and records of the company,

and according to the information and explanations

given to us, we have neither come across nor have

been informed of any continuing failure to correct

major weaknesses in the aforesaid internal control

system.

5. (a) In our opinion and according to the information

and explanations given to us, the particulars of

contracts or arrangements referred to in Section

301 of the Act have been entered in the register

required to be maintained under that section read

with paragraph 4 above.

(b) In our opinion and according to the information

and explanations given to us, the transactions

made in pursuance of such contracts or

arrangements and exceeding the value of Rupees

Five Lakhs in respect of any party during the

year have been made at prices which are

reasonable having regard to the prevailing

market prices at the relevant time.


explanations given to us, the company has complied

with the directives issued by Reserve Bank of India

and the provisions of Sections 58A and 58AA or any

other relevant provisions of the Act and the Companies

(Acceptance of Deposits) Rules, 1975 with regard to


Global Reports LLC


39

the deposits accepted from the public. According to

the information and explanations given to us, no Order

has been passed by the Company Law Board or

National Company Law Tribunal or Reserve Bank of

India or any Court or any other Tribunal on the

company in respect of the aforesaid deposits.

7. In our opinion, the company has an internal audit

system commensurate with its size and nature of its

business.

8. The Central Government of India has not prescribed

the maintenance of cost records under clause (d) of

sub-section (1) of Section 209 of the Act for any of the

products of the company.

9. (a) According to the information and explanations

given to us and the records of the company

examined by us, in our opinion, the company is

regular in depositing the undisputed statutory

dues including provident fund, investor education

and protection fund, employees' state insurance,

income-tax, sales-tax, wealth tax, service tax,

customs duty, excise duty, cess and other

material statutory dues as applicable with the

appropriate authorities.

(b) According to the information and explanations

given to us and the records of the company

examined by us, there are no dues of income-

tax, sales tax, wealth tax, service tax, customs

duty, excise duty and cess which have not been

deposited on account of any dispute.

10. The company has no accumulated losses as at March

31, 2008 and it has not incurred any cash losses in the

financial year ended on that date or in the immediately

preceding financial year.

11. According to the records of the company examined

by us and the information and explanation given to

us, the company has not defaulted in repayment of

dues to any financial institution or bank or debenture

holders as at the balance sheet date.

12. The company has not granted any loans and advances

on the basis of security by way of pledge of shares,

debentures and other securities.

13. The provisions of any special statute applicable to

chit fund / nidhi / mutual benefit fund/societies are

not applicable to the company.

14. In our opinion, the company is not a dealer or trader

in shares, securities, debentures and other investments.


explanations given to us, the company has not given

any guarantee for loans taken by others from banks or

financial institutions during the year.

16. The company has not obtained any term loans.

17. On the basis of an overall examination of the balance

sheet of the company, in our opinion and according

to the information and explanations given to us, there

are no funds raised on a short-term basis which have

been used for long-term investment.

18. 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 during

the year.

19. The Company has not issued any debentures during

the year

20. The company has not raised any money by public

issues during the year.

21. During the course of our examination of the books

and records of the company, carried out in accordance

with the generally accepted auditing practices in

India, and according to the information and

explanations given to us, we have neither come across

any instance of fraud on or by the company, noticed

or reported during the year, nor have we been informed

of such case by the management.

Sd/-

Dibyendu Majumder

Partner



Price Waterhouse


Place: Bangalore



Global Reports LLC


Balance Sheet as at March 31, 2008(Amount in Rs.)

Schedule 2008 2007

SOURCES OF FUNDSShareholders' FundsShare Capital A 61,438,000 55,140,000Share Suspense 50,000,000 –[Refer schedule Q Note 2(A)]Reserves and Surplus B 400,168,143 174,974,887

511,606,143 230,114,887

Share Warrants – 7,500,000

Loan FundsSecured Loans C 110,851 536,238Unsecured Loans D 537,522,328 –

Deferred Tax Liability (Net) [refer schedule 'Q', note 2(P)] 4,065,962 1,264,751

1,053,305,284 239,415,876

APPLICATION OF FUNDSFixed AssetsGross Block E 91,178,989 62,411,899Less: Accumulated Depreciation / Amortization 33,084,433 21,812,211Net Block 58,094,556 40,599,688Capital Work in Progress (including advances) 50,167,860 2,466,000

108,262,416 43,065,688

Investments F 153,007,240 37,621,733

Current Assets, Loans and AdvancesSundry Debtors G 97,800,872 68,863,424Cash and Bank Balances H 326,981,540 7,660,926Other Current Assets I 35,402,382 10,024,547Loans and Advances J 415,198,598 109,435,947

875,383,392 195,984,844

Less: Current Liabilities and Provisions KCurrent Liabilities 81,853,347 32,828,382Provisions 1,494,417 4,428,007

83,347,764 37,256,389

Net Current Assets 792,035,628 158,728,455

1,053,305,284 239,415,876

Significant accounting policies and notes to accounts Q

The schedules referred to above and the notes thereonform an integral part of the financial statements

This is the Balance Sheet referred For and on behalf of the Board of Directorsto in our report of even date

Sd/- Sd/- Sd/-Dibyendu Majumder Sanjay V. Padode Sudhanshu VarmaPartner Managing Director Whole-time DirectorFor and on behalf ofPrice Waterhouse Sd/-Chartered Accountants Rahul Ranjan

Company Secretary

Place: Bangalore Place: New DelhiDate: November 25, 2008 Date: November 25, 2008


Global Reports LLC


41

Profit and Loss Account for the year ended March 31, 2008(Amount in Rs.)

Schedule 2008 2007

INCOME

Sales and Subscriptions L 222,314,629 139,615,659

Less: Excise Duty 2,689,710 –

219,624,919 139,615,659

Other Income M 48,901,307 5,699,189

268,526,226 145,314,848

EXPENDITURE

Employee Cost N 94,718,225 42,547,684

Operating and Administrative Expenses O 88,965,578 51,566,413

Finance Cost P 18,338,403 377,120

Depreciation / Amortisation E 11,272,222 4,881,968

213,294,428 99,373,185

Profit for the year before tax 55,231,798 45,941,663

Less: Provision for Taxation:

- Current Tax 11,939,634 16,200,000

- Fringe Benefit Tax 1,284,260 491,440

- Deferred Tax Charge/(write back) 2,801,211 (906,230)

Profit before prior period taxes 39,206,693 30,156,453

Less: Short/(Excess) provision for tax of earlier years – 3,720,138

Net Profit for the Year 39,206,693 26,436,315

Balance brought forward from previous year 30,197,346 3,761,031

Balance taken over on merger [Refer Schedule Q Note 2(B)] (16,402,816) –

Balance Carried Forward to Balance Sheet 53,001,223 30,197,346

Earnings per share of Rs. 5 each [Refer schedule Q note 2(Q)]

- Basic 2.76 2.72

- Diluted 2.75 2.50



This is the Profit and Loss Account referred For and on behalf of the Board of Directorsto in our report of even date


Company Secretary



Global Reports LLC


Cash Flow Statement for the year ended March 31, 2008(Amount in Rs.)

2008 2007

CASH FLOW FROM OPERATING ACTIVITIES:Profit Before Tax 55,231,798 45,941,663Adjustments for:Depreciation/Amortisation 11,272,222 4,881,968Provision for Diminution in value of Investment – 1,300,000Debts written off and Provision for Doubtful Debts 9,307,112 13,093,850Interest Expenses 18,061,950 230,966Deferred Employee Compensation amortised 3,389,379 3,295,228Income from Investments (2,980,595) (821,733)Unrealised Foreign Exchange Loss/(Gain) (13,128,212) –Interest Income (28,791,608) (5,699,189)

Operating Profit before Working Capital Changes: 52,362,046 62,222,753(Increase)/decrease in Trade & Other receivables (52,723,973) (55,145,006)Increase/(decrease) in Current Liabilities & Provisions 13,613,441 22,546,303

13,251,514 29,624,050

Less: Direct Taxes paid (27,272,005) (18,350,209)

Net Cash flow from operating activities A (14,020,491) 11,273,841

CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (67,991,289) (35,709,225)(Purchase) Sale of Investments 22,011,353 (36,321,733)Inter Corporate Deposit placed (40,396,117) (105,000,000)Income from Investments 2,980,595 821,733Interest Received 13,484,083 5,699,189

Net Cash flow from Investing activities B (69,911,375) (170,510,036)

CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from issue of equity shares 67,798,000 137,122,312Repayment of Secured Loans (425,388) (1,201,016)Repayment of Un-secured Loans (100,000) –Proceeds from Public Deposits 31,375,000 –Interest Paid (1,140,449) (230,966)

Net Cash flow from Financing activities C 97,507,163 135,690,330

Net Cash Inflow/(Outflow) (A+B+C) 13,575,297 (23,545,865)

Opening balance of Cash and Cash equivalents 7,660,926 31,206,791

Cash and Cash equivalents taken over on Merger 305,745,316 –(refer note 5 below)

Closing balance of Cash and Cash equivalents 326,981,540 7,660,926

Note:

1. Figures in brackets represents outflow.

2. The Cash Flow Statement has been prepared under indirect method in accordance with Accounting Standard 3 notified under Section 211(3C) of the Companies Act, 1956.

3. Cash and cash equivalents include fixed deposit of Rs.100,000 (2007: Rs.Nil) which is lodged with the excise authorities and Rs. 300,000,000 (2007: Rs.NIL) margin deposit againstbank guarantee.

4. Cash and Cash equivalents include Rs. 305,745,316 of Regius Infotech Private Limited which has been merged into the Company with effect from January 1, 2008.[Refer ScheduleQ Note 2(A)]

5. Cash and Cash equivalent does not include liquid investments in mutual funds amounting to Rs.13,792,133 (2007: Rs.36,321,733)

6. The Cash Flow Statement for the year ended March 31, 2008 include those of the Transferor Company (Regius India Private Limited). Accordingly, figures for the previous year

ended March 31, 2007 are not comparable as these figures pertain to Asian CERC only.

This is the Cash Flow referred For and on behalf of the Board of Directorsto in our report of even date


Company Secretary



Global Reports LLC


43

Schedules annexed to and forming part of Balance Sheet(Amount in Rs.)

2008 2007

SCHEDULE - A : SHARE CAPITAL

AUTHORISED:15,000,000 (2007 : 15,000,000) Equity Shares of Rs. 5 each 75,000,000 75,000,000

ISSUED, SUBSCRIBED AND PAID UP:12,287,600 (2007 : 11,028,000) equity shares of Rs. 5 each fully paid-up 61,438,000 55,140,000refer schedule 'Q', note 2(F) for options on unissued capital

61,438,000 55,140,000

SCHEDULE - B : RESERVES AND SURPLUS

Capital ReserveBalance as per Last Balance Sheet 7,500,000 –Add: Arising on forefeiture of share warrants – 7,500,000

7,500,000 7,500,000Amalgamation Reserve AccountOn account of Merger [refer schedule 'Q', note 2(B)] 130,000,000 –Add: Adjustments during the period – –

130,000,000 –Securities Premium AccountBalance as per Last Balance Sheet 133,982,313 10,000,000Add: Received during the year 72,012,780 126,801,000Less: Share issue expenses – 2,818,687

205,995,093 133,982,313Employees Stock OptionsEmployees Stock Options outstanding 4,519,170 7,531,950Less : Deferred Employee Compensation 847,343 4,236,722

3,671,827 3,295,228Surplus in Profit and Loss Account 53,001,223 30,197,346

400,168,143 174,974,887

SCHEDULE - C : SECURED LOANS

Loans from banksVehicle loan [Secured by hypothecation of vehicle] 110,851 536,238[Amount repayable with in 12 months Rs. 110,851 (2007 : Rs.427,367 )]

110,851 536,238

SCHEDULE - D : UNSECURED LOANS

Inter Corporate Deposits – –From Holding Company 500,000,000 –From Others 6,147,328 –[Amount repayable within 12 months : Rs. Nil (2007 : NIL)]Public Deposits 31,375,000 –[Amount repayable within 12 months Rs. 31,375,000 (2007 : NIL)]

537,522,328 –


Global Reports LLC


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Global Reports LLC


45

(Amount in Rs.)

2008 2007

SCHEDULE - F : INVESTMENTS

Long term, Trade, Unquoted (at cost)In Subsidiary3,595,001 (2007: Nil) Equity Shares of AUD 1 each ofReguis Overseas Holding Company Limited 137,396,857 –

Long term, Non-trade, Unquoted (at cost)52,500 (2007 : 52,500) Equity Shares of Rs. 10 each ofKBS Capital Management Ltd. 3,200,000 3,200,000Less: Provision for Diminution in value of Investment 1,900,000 1,900,000

[refer schedule 'Q', note 2(L-ii)] 1,300,000 1,300,000

10,365 (2007 : NIL) Equity Shares of Rs.50 each ofCochin Stock Exchange Limited 518,250 –

Current (at lower of cost and Market Value)In Mutual FundsICICI Prudential - Flexible Income Plan - Dividend - Daily- Reinvest Dividend 2,971,474 13,800,7152,97,147units of Rs. 10 each (2007: 13,80,071 units of Rs. 10 each)Reinvested during the year 9,818,832 units of Rs. 10 eachSold During the year 10,901,756 units of 10 each

DBS Chola Short Term Floating Rate Fund - Daily Dividend Reinvest Plan 4,052,256 –405,226 units of Rs. 10 each (2007: NIL)Invested during the year 405,226 units of Rs. 10 each

DBS Chola Freedom Income STP Inst - Daily Dividend Reinvest Plan 6,768,403 –676,840 units of Rs. 10 each (2007: NIL)Invested during the year 676,840 units of Rs. 10 each

HSBC Liquid Plus Regular - Daily Dividend – 2,521,018NIL (2007: 252,102 units of Rs. 10 each)Reinvested during the year 738,742 units of Rs. 10 eachSold During the year 990,944 units of 10 each

HDFC FMP 90D Jan. 2007(3) Wholesale Plan Dividend – 20,000,000NIL (2007: 200,000 units of Rs. 10 each)Sold During the year 200,000 units of 10 each

153,007,240 37,621,733

Aggregate cost of unquoted investments - units of mutual funds 13,792,133 36,321,733

Aggregate market value of unquoted investments - units of mutual funds 13,792,133 36,321,733

SCHEDULE - G : SUNDRY DEBTORS(Unsecured and considered good unless stated otherwise)

Debts exceeding six months- Considered good 17,908,919 18,534,348- Considered doubtful 4,268,994 10,143,850

22,177,913 28,678,198Other Debts- Considered good 61,567,367 39,897,076- Unbilled Revenue 18,324,586 10,432,000

102,069,866 79,007,274Less: Provision for doubtful debts 4,268,994 10,143,850

97,800,872 68,863,424


Global Reports LLC


(Amount in Rs.)

2008 2007

SCHEDULE - H : CASH AND BANK BALANCES

Cash in Hand 37,967 12,311Cheques on Hand 2,379,099 –Balances with Schedule Banks- in Current accounts 19,940,036 3,313,718- in Deposit accounts* 304,624,438 4,334,897

326,981,540 7,660,926

* Fixed Deposit of Rs. 100,000 (2007: NIL) has been lodged with the customsauthorities and Rs. 300,000,000 has been placed as margin deposit againstbank guarantee issued.

SCHEDULE - I : OTHER CURRENT ASSETS

(Unsecured, considered good)Rental & Other Deposits 4,817,520 3,659,866Prepaid expenses 5,440,779 4,616,851Interest Accrued * 25,144,083 1,747,830* Includes Rs.13,077,220 (2007: Rs. Nil) due from Regius Overseas HoldingCompany Limited, a wholly owned subsidiary [Maximum amount outstandingduring the year Rs.13,077,220 (2007: Rs. Nil)]

35,402,382 10,024,547

SCHEDULE - J : LOANS AND ADVANCES

[Unsecured, considered good]Advances Recoverable in Cash or Kind or for value to be received * 17,947,988 2,839,483Inter Corporate Deposit ** 380,475,954 105,000,000Advance Tax (Net of provision for tax) 10,922,222 –Balance with excise, customs,etc 5,852,434 1,596,464* Includes Rs.10,560,995 (2007: Rs. Nil) due from Regius Overseas HoldingCompany Limited, a wholly owned subsidiary [Maximum amount outstandingduring the year Rs.10,560,995 (2007: Rs. Nil)]** Includes Rs.235,075,954 (2007: Rs. Nil) due from Regius Overseas HoldingCompany Limited, a wholly owned subsidiary [Maximum amount outstandingduring the year Rs.235,075,954 (2007: Rs. Nil)]

415,198,598 109,435,947

SCHEDULE - K : CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIESSundry Creditors- Due to Micro and Small Enterprises [refer schedule 'Q', note 2(U)] – –- Due to others 18,401,450 15,173,985Advances from Customers 3,211,982 1,933,840Interest Accrued but not due 27,384,728 -Other Liabilities 21,766,090 5,486,613Unearned Revenue 11,089,097 10,233,944

81,853,347 32,828,382

PROVISIONSCompensated Absence 522,577 236,072Gratuity 971,840 350,000Taxation (Net of advance tax) – 3,841,935

1,494,417 4,428,007


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47

Schedules annexed to and forming part of Profit and Loss Account(Amount in Rs.)

2008 2007

SCHEDULE - L : SALES & SUBSCRIPTION

Software Development 135,266,106 114,360,872Software License Fees 48,128,465 5,500,000Subscription / Data Content Feed 38,920,058 19,754,787

222,314,629 139,615,659

SCHEDULE - M : OTHER INCOME

Interest 28,791,608 4,877,456[Tax deducted at source Rs. 3,168,887 (2007 : Rs. 488,588 )]Dividend from Investments 2,980,595 821,733Exchange Fluctuation (net) 13,434,753 –Miscellaneous Income 3,694,351 –

48,901,307 5,699,189

SCHEDULE - N : PERSONNEL EXPENSES

Salaries, Wages, Bonus and allowances [Including Provisionsfor leave encashment of Rs. 286,505 (2007: Rs. 236,072)] 87,578,415 36,670,917Contribution to Provident Fund and Other Funds [Includingprovision for gratuiry of Rs. 621,840 (2007 : Rs. 350,000)] 1,516,047 1,169,131Staff Training and Welfare 2,234,384 1,412,408Employee Stock Option Expenses 3,389,379 3,295,228

94,718,225 42,547,684

SCHEDULE - O : OPERATING, ADMINISTRATIVE & SELLING EXPENSES

Rent 7,880,405 4,484,543Power and Fuel 1,293,146 463,590Rates and Taxes 421,160 706,515Legal and Professional Charges [refer schedule 'Q', note 2(K)] 13,594,483 6,078,080Traveling and Conveyance 18,520,255 5,944,127Communication Expenses 4,093,476 1,871,996Database Maintenance Expenses 18,163,671 3,665,959Exchange Feeds, Subscription and Empanelment 1,968,444 7,063,439Sales Promotion & Advertisement 5,218,248 3,343,425Commission 1,609,400 –Insurance 1,032,007 81,646Repairs and Maintenance- Building 1,937,899 882,403- Plant and Machinery 1,274,081 302,885- Others 1,405,723 –Diminition in the Value of Investments – 1,300,000Donations 425,500 –Bad and Doubtful Debts 9,307,112 13,093,850Printing And Stationary 531,398 348,959Exchange Fluctuation (net) – 94,952Miscellaneous Expenses 289,170 1,840,044

88,965,578 51,566,413

SCHEDULE - P : FINANCE COST

Interest on:- Public Deposits 1,012,639 –- Loans 17,028,928 –- Others 20,383 230,966Bank Charges 276,453 146,154

18,338,403 377,120


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SCHEDULE - Q : SIGNIFICANT ACCOUNTING

POLICIES AND NOTES TO ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES:

A) Basis of Accounting

The financial statements are prepared under the

historical cost convention, on the accrual basis of

accounting to comply in all material aspects with the

applicable accounting principles in India, the

applicable Accounting Standards notified under

section 211(3C) of the Companies Act, 1956 and the

relevant provisions of the Companies Act, 1956.

B) Revenue Recognition

(i) Revenue from fixed price service contracts is

recognised in proportion to the degree of

completion of service by reference to and based

on milestones/acts performed as specified in the

contracts and in case of time and material service

contracts, it is recognised on the basis of hours

completed and material used.

(ii) Revenue from the sale of user licenses for

software applications is recognized on transfer

of the title in the user license.

(iii) Subscription revenue from data base products is

recognized proportionately over the period of

subscription.

(iv) Revenue from annual maintenance contracts is

recognised proportionately over the period in

which services are rendered.

(v) Revenue from Software Consultancy and Support

Services is recognized based on proportionate

completion method as per specific agreements

with the customers.

Revenue in excess of billings on service contracts is

recorded as unbilled receivables and is included in

trade accounts receivable. Billings in excess of

revenue that is recognised on service contracts are

recorded as deferred revenue until the above revenue

recognition criteria are met and are included in current

liabilities.

Schedule annexed to and forming part of the accounts for the yearended March 31, 2008

C) Borrowing Costs

Borrowing costs incurred for the acquisition of

qualifying assets are recognised as part of cost of such

assets when it is considered probable that they will

result in future economic benefits to the company

while other borrowing costs are expensed in the period

in which they are incurred.

D) Fixed Assets

Fixed assets are stated at cost less accumulated

depreciation. Cost includes duties, taxes and other

expenses incidental to development / acquisition and

installation. In respect of internally developed

software, costs include development costs directly

attributable to the design and development of

software. Intangible assets are recorded at the

consideration paid for acquisition/ development.

Operating software is capitalised along with the fixed

assets. Application software (other than those having

an enduring benefit) is expensed off on acquisition.

E) Depreciation / Amortization

Fixed assets (other than leasehold land and intangible

assets) are depreciated on the Straight Line Method

as estimated by the management at the rates and in

the manner specified in Schedule XIV to the

Companies Act, 1956. Leasehold improvements are

amortized over the lease period. In respect of assets

acquired / sold during the year, depreciation is charged

on pro-rata basis.

Asset Class Depreciation Rate

Plant & Machinery 4.75%

Computer System 16.21%

Leasehold Improvements 20.00%

Furniture & Fixtures 6.33%

Vehicles 9.50%

Intangible assets are amortized over a period of three

years on a straight-line basis, commencing from the

date the asset is available to the company for its use.

Fixed assets individually costing upto Rs.5,000 are

depreciated at the rate of 100% on purchase.


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F) Foreign Currency Transactions

Foreign currency transactions are recorded at the rate

of exchange prevailing on the date of the transaction.

At the year end, all the monetary assets and liabilities

denominated in foreign currency are restated at the

closing exchange rate. Exchange differences resulting

from the settlement of such transactions and from the

translation of such monetary assets and liabilities are

recognized in the Profit and Loss Account.

G) Investments

Long-term investments are valued at cost. Cost

includes incidental charges incurred towards

acquisition of such investments. Provision for

diminution, if any, in the value of investments is made

to recognize a decline, other than temporary in nature.

Current investments are valued at lower of cost and

market value.

H) Employee Benefits

Defined Contribution Plans:

Contributions to the Employees Provident Fund are as

per statute and are recognized as expense during the

period in which the employees perform the services.

Defined Benefit Plans

Liability towards gratuity is determined on actuarial

valuation using Projected Unit Credit Method at the

balance sheet date. Actuarial gains and losses are

recognized immediately in the Profit and Loss

Account.

Other Long Term Employee Benefits:

Liability towards Leave Encashment is recognized at

the present value based on actuarial valuation at each

Balance Sheet date.

Short Term:

Liability of earned leave, compensated absences,

performance incentives etc. are recognized during the

period when the employee renders the services.

I) Accounting for Leases

Assets acquired under leases where the Company has

substantially all the risks and rewards of ownership

are classified as finance lease. Such leases are

capitalised at the inception of the lease at lower of

the fair value or the present value of the minimum

lease payments and a liability is created for an

equivalent amount. Each lease rental paid is allocated

between the liability and the interest cost so as to

obtain a constant periodic rate of interest on the

outstanding liability for each period.

Assets acquired under leases where a significant

portion of the risk and rewards of ownership are

retained by the lessor are classified as operating leases.

Lease rentals are charged to the Profit and Loss Account

on accrual basis.

J) Income Tax

Current tax is determined on the basis of the Income

Tax Act, 1961.

Fringe Benefit Tax is determined at current applicable

rates on expenses falling within the ambit of 'Fringe

Benefit' as defined under the Income Tax Act, 1961.

Deferred tax is recognised on timing differences

between the accounting income and the taxable

income for the year and quantified using the tax rates

and laws enacted or substantively enacted as on the

Balance Sheet date.

Deferred tax assets are recognised and carried forward

to the extent that there is a reasonable/ virtual certainty

that sufficient future taxable income will be available

against which such deferred tax asset can be realised,

except for unabsorbed depreciation and carry forward

of losses under the tax laws where deferred tax assets

are recognised only to the extent that there is virtual

certainty, supported by convincing evidence that

sufficient future taxable income will be available

against which such deferred tax assets can be realised.

K) Stock based compensation

The Company measures the compensation cost relatingto employee stock options using the intrinsic valuemethod. The compensation cost is amortised over thevesting period of the option.

L) Earnings per Share

Earning (basic and diluted) per equity share is arrivedat based on Net Profit after taxation to the weightedaverage number of equity shares outstanding duringthe year.

M) Provisions and contingencies

A Provision is recognised when the Company has apresent obligation as a result of past events, for whichit is probable that an outflow of resources embodyingeconomic benefits will be required to settle theobligation and a reliable estimate of the amount canbe made. Provisions are determined based on


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management estimate required to settle the obligationat the balance sheet date.

Provisions are reviewed regularly and are adjustedwhere necessary to reflect the current best estimatesof the obligation. When the Company expects aprovision to be reimbursed, the reimbursement isrecognised as a separate asset, only when suchreimbursement is virtually certain.

Liabilities which are material and whose futureoutcome cannot be ascertained with reasonablecertainty is treated as contingent and to the extentnot provided for are disclosed by way of notes on theaccounts.

N) Impairment of assets

At each Balance Sheet date, the Company assesseswhether there is any indication that an asset may beimpaired. If any such indication exists, the Companyestimates the recoverable amount. If the carryingamount of the asset exceeds its recoverable amount,an impairment loss is recognized in the Profit andLoss Account to the extent the carrying amountexceeds the recoverable amount.

2. NOTES TO ACCOUNTS

A) Composite Scheme of Arrangement

A Scheme of Arrangement under Section 391 to 394of the Companies Act, 1956 (the Scheme) with regardto merger of Regius InfoTech Private Limited ("RIPL" /"Transferor Company") with Asian CERC InformationTechnology Limited ("ACRC" / "Transferee Company")now renamed as Religare Technova Global SolutionsLimited was sanctioned by the Hon'ble High Courtof Delhi on August 18, 2008. Upon filing of Certifiedcopy of the High Court Order with the Registrar ofCompanies, the scheme has become effective onOctober 1, 2008. Consequently in terms of theScheme:

a) The amalgamation of the transferor companywith the transferee company takes effect fromJanuary 1, 2008, being the Merger AppointedDate.

b) The transferor company shall be dissolvedwithout undergoing the process of winding up.

c) October 3, 2008 was fixed as the Record Datefor determining the shareholders of the transferorcompany who will be eligible for the shares ofthe transferee company as per the ratios specifiedin the scheme. The Company has issued10,000,000 Equity Shares of Rs.5 each fully paidup in this regard. The Company is in receipt oflisting and trading approval of aforesaid shareswith effect from October 21, 2008 from theBombay Stock Exchange Limited where the

existing equity shares of the company arepresently listed. Consequently, there has beenan increase in the paid up share capital of thetransferee company by Rs.50,000,000 pursuantto allotment of 10,000,000 Equity Shares of Rs.5 each which have been allotted vide BoardResolution dated October 03, 2008 passedthrough circulation. Pending allotment of theseEquity Shares as on March 31, 2008, a sum ofRs.50, 000,000 has been shown under ShareSuspense Account.

d) In consideration for the Merger, ACRC hasallotted to the equity shareholders of the RIPL,10 equity shares of Rs.5 each credited as fullypaid up, of ACRC for every 18 equity shares ofRs.10 each fully paid up held in RIPL. Further,the Authorised Share Capital of the Companystand increased from Rs. 75,000,000 to Rs.275,000,000 upon the said scheme of mergerbeing effective, in terms of para 9 (a) of theScheme.

e) With effect from January 1, 2008 being theMerger Appointed Date, inter alia, the entirebusiness and whole of the undertaking of thetransferor company, including all debts,liabilities, duties and obligations and allproperties and assets shall be transferred and/ordeemed to be transferred to and vests in thetransferee company.

f) RIPL was a wholly owned subsidiary of ReligareTechnova Limited (Formerly known as FortisFinancial Services Limited), a public listedcompany. RIPL has 100 % stake in Regius OverseasHolding Company Limited, Mauritius which holds76 % interest in Capital Market Solutions Pty Ltd,Australia (CMS). RIPL through its step downsubsidiaries carried on the business of providingsoftware and related services to the FinancialServices Industry, primarily to stock brokers,investment banks and Asset managers and has suiteof products providing back office solutions.

B) Accounting for Amalgamation

The amalgamation of Transferor Companies with theCompany is accounted on the basis of the Pooling ofInterest Method as envisaged in the AccountingStandard (AS) -14 on Accounting for Amalgamationsissued section 211(3C) of the Companies Act, 1956and in terms of the Scheme, as below:

i) All the said Assets and Liabilities recorded inthe books of the RIPL is transferred to and vestedwith ACRC pursuant to the Scheme and isrecorded by the ACRC at their carrying amountas appearing in the books of the RIPL.


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ii) An amount equal to the balance lying in the

"Profit and Loss Account" as appearing in the

balance sheet of the RIPL is taken over by ACRC

and included in its Profit and Loss Account.

iii) Rs. 130,000,000 arising out of the aggregate

value of the Assets reduced by the aggregate

value of the Liabilities, of the Transferor

Company, over the value of the aggregate New

Equity Shares to be issued and allotted under

the Scheme by the Transferee Company to the

Members of the Transferor Company has been

credited to an "Amalgamation Reserve Account"

and the same shall be treated as reserve forming

part of the net worth of the Transferee Company.

The same has been computed as below :

Particulars Rs Rs

Investment A 137,396,857

Current Assets

Cash & Bank Balances 305,745,316

Loans & Advances 237,623,044

B 543,368,360

Current Liabilities & Provisions

Current Liabilities 10,463,737

Provisions 456,968

C 10,920,705

Net Current Assets D=B-C 532,447,655

Loans

Unsecured Loans E 506,247,328

Net Worth as on 31.12.2007F=A+D-E 163,597,184

Less: Purchase Consideration 50,000,000

Less: Profit and Loss Account (loss) (16,402,816)

Amalgamation Reserve 130,000,000

C) Contingent Liability (Amount in Rupees)

Particulars 2008 2007

Outstanding Bank Guarantee 300,054,000 NIL

Includes Rs. 300,000,000 pertaining to bank guarantee

given on behalf of Regius Overseas Holding Company

Ltd. (fully owned subsidiary) for settlement of liabilities

in relation to the share sale agreement executed with

the erstwhile shareholders of Capital Market Solution

Pty Ltd.

D) Capital Commitments:

Estimated amount of contracts remaining on capital

account and not provided for (net of advances) Rs.

347,688 (2007 : Rs. 5,796,460).

E) Foreign Exchange Earnings and Expenditure:

Earnings in foreign currency (accrual basis)

(Amount in Rupees)


Software Development 7,519,000 Nil

License Sale 16,718,261 Nil

Interest on ICD Reguis

Overseas Holding Co.

Limited 8,477,144 Nil

Miscellaneous Income 3,694,351 Nil

Total 36,408,756 Nil

Expenditure incurred in foreign currency (accrual

basis)


Traveling Expense 8,374,313 631,893

Sales Commission 1,574,000 71,056

Software Development 1,650,368 Nil

Others 2,340,404 Nil

Total 13,939,085 702,949

F) Options on un-issued Share Capital:

Options outstanding at the year end include 89,400

equity shares of Rs. 5 each that could be subscribed

by the beneficiaries of the Employee Stock Option

Scheme at par value.

G) Stock Based Compensation

i) The Company instituted the Employee Stock Option

Plan in respect of 154,000 options, duly approved by

the Remuneration / Compensation Committee of the

Board of Directors of the Company and approved by

the shareholders in the Extra Ordinary General Meeting

of the Company held on March 3, 2006. Details of

Option granted under the plan are as under:

Grant Number of Exercise Vesting PeriodDate options Price

granted

August 14, 154,000 Rs. 5 40% of options vests at2006 the end of one year and

remaining 60% at the end ofsecond year.

Each option entitles the holder to exercise the right to

apply for and seek allotment of one equity share of

Rs. 5 each. The intrinsic value of the option is Rs.

50.55. The Options have vesting periods as stated

above in accordance with vesting schedule as per

the said Plan.


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Particulars of options granted and lapsed under the

scheme are as below:


Options Outstanding as atthe start of the year 149,000 –

Options granted duringthe year – 154,000

Options exercised duringthe year 59,600 –

Options Lapsed duringthe Year – 5,000

Options outstanding as at

the year end 89,400 149,000

The Company has recorded compensation cost for all

grants using the intrinsic value based method of

accounting, in line with the prescribed SEBI guidelines

and the guidance note on 'Accounting for employee

share based payments' issued by ICAI.

Had compensation been determined under the fair

value approach described in the guidance note on

'Accounting for employee share based payments', the

Company's net profit and basic and diluted earnings

per share would have reduced to the proforma amounts

as indicated below:

2008 2007

Net profit as reported 39,206,693 26,436,315

Add: Stock-based employee

compensation expense

(intrinsic value method) 3,389,379 3,295,228

Less: Stock-based employee

compensation expense

(fair value method) 2,838,200 2,775,860

Adjusted net profit 39,757,872 26,955,683

Number of shares for basic

earnings per share* 14,181,995 9,724,800

Basic earnings per share

as reported 2.76 2.72

Adjusted basic earnings

per share 3.40 2.77

Number of shares for diluted

earnings per share 14,263,477 10,557,122

Diluted earnings per share

as reported 2.75 2.5

Adjusted diluted earnings

per share 2.79 2.55

The fair value of option on the date of grant was Rs.

47.42 estimated using the Black-Scholes Model with

following assumptions:

Stock Price as on

valuation date 55.40

Exercise Price 5.00

Dividend Yield 1.81%

Volatility 85.46%

Risk free rate 7.40%

Valuation Date August 14, 2006

Term (Years) 5.80

During the year 59,600 shares were exercised at Rs. 5

per share. The average share price on the date of

exercise was Rs. 181.05

(ii) The Finance Act, 2007 included Fringe Benefit Tax

(FBT) on Employee Stock Option Plan (ESOP). FBT

liability crystallizes on the date of exercise of stock

options. During the year ended March 31 2008, 59,600

shares were issued pursuant to the exercise of stock

options by employees. FBT on exercise of stock options

of Rs.3,566,428 has been paid by the Company as on

March 31, 2008. The FBT paid is being recovered from

the employees. As at March 31, 2008 Rs.420,960 is

yet to be recovered from the employees. Consequently,

there is no impact on the Profit and Loss account.

H) Employee Benefits

During the financial year ended March 31, 2008, the

Company has adopted Accounting Standard 15

(Revised 2005)-Employee Benefits (AS15). Pursuant

to the adoption, the company has determined the

liability for compensated absences and gratuity in

accordance with the revised AS 15.

Disclosures as envisaged in revised AS 15 in respect

of Defined Benefit Obligation (Gratuity) are given

below:

Reconciliation showing the movements during the

year in the net liability of Defined Benefit Obligation

(Gratuity) recognised in the Balance Sheet:

(Amount in Rupees)

(i) I Reconciliation of opening and closing balances

of obligation

a. Obligation as at April 1, 2007 1,365,367

b. Current Service Cost 927,061

c. Interest Cost 147,173* includes Equity Shares to be issued as referred in note 2 A (c).


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(Amount in Rupees)

d. Actuarial (Gain)/Loss (167,338)

e. Benefits Paid (89,475)

f. Obligation as at March 31, 2008 2,182,788

II Change in Plan Assets (Reconciliation of openingand closing balances)

a. Fair Value of Plan Assetsas at April 1, 2007 1,015,367

b. Expected return on Plan Assets 90,983

c. Contributions 194,073

d. Benefits Paid (89,475)

e. Fair Value of Plan Assetsas at March 31, 2008 1,210,948

III Reconciliation of fair value of assets andobligations

a. Present Value of Obligationas at March 31, 2008 2,182,788

b. Fair value of Plan Assetsas at March 31, 2008 (1,210,948)

c. Unfunded amount recognizedin the Balance Sheet 971,840

IV Expense recognized during the year

a. Current Service Cost 927,061

b. Interest Cost 147,173

c. Expected return on Plan Assets (90,983)


e. Contributions (194,073)

f. Expense recognized during the year 621,840

V Assumptions

a. Discount Rate p.a. (Note 1) 8.00%

b. Interest Rate p.a. 8.00%

c. Estimated Rate of return onPlan Assets p.a. (Note 2) 8.00%

d. Rate of Escalation inSalary p.a. (Note 3) 5.00%

Notes:

1. The discount rate is based on the prevailingmarket yield on Government Securities as at theBalance Sheet date for the estimated term ofobligations.

2. The estimated return on plan assets is determinedconsidering several applicable factors mainly the

composition of plan asset held, assessed risks ofasset management, historical results of the returnon plan assets and the Company's policy for planasset management.

3. The estimates of future salary increases,considered in actuarial valuation, take accountof inflation, seniority, promotion and otherrelevant factors such as supply and demandfactors in the employment market.

4. These being the first year of adoption ofAccounting Standard 15, comparative figures forthe previous year are not available.

ii) The company has recognised, in the profit and lossaccount for the year ended March 31, 2008 an amountof Rs. 893,043 expenses under defined contribution

plans

Benefit (Contribution to) Amount (Rs.)

Provident Fund 834,176

Employee State Insurance

Corporation 58,867

893,043

As this is the first year of implementation of AS - 15,

the corresponding figures for the previous year havenot been furnished.

I) Managerial Remuneration*

Details of remuneration to whole-time directorsrecognized in the Profit and Loss account:

(Amount in Rupees)


Salaries, allowances andincentives 12,886,040 7,479,082

Contribution to providentand other funds NIL NIL

Total 12,886,040 7,479,082

* Does not include contribution to Gratuity Fund.

Note i. The amortization of the employee stockcompensation relating to the whole time directoraggregating Rs.1,769,250 (2007: Rs. 1,769,250)debited to the Profit and Loss Account has notbeen considered in the details given above.

ii. Managerial remuneration paid is in accordancewith the limit approved by the CentralGovernment vide letter dated Feb 19,2008 forwhole time director and March 3,2008 formanaging director under section 310 and 198(4)/

309(3) of the Companies Act, 1956.


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J) Quantitative Information

The Company is engaged in developing of computer software and information database. Information with regard to

certain other matters specified in paragraphs 3, 4C and 4D of Part II to Schedule VI of the Companies Act, 1956 are

not applicable to the Company for the period covered by these financial statements.

K) Auditor's Remuneration* (included in legal and professional charges)

(Amount in Rupees)


Audit fees 1,900,000 250,000

Tax Audit fees 200,000 100,000

Certification and other matters NIL 315,000

Reimbursement of expenses 14,635 NIL

Total 2,114,635 665,000

* excluding service tax

L) i) The Following is the detail of Investments in Units of mutual funds purchased and sold during the year

Fund Scheme Purchase Reinvestment Sale Units Nominal

Units Units Value of

the Unit

DBS DBS Chola Freedom 670,000 6,840 – 10

Cholamandalam Income STP Inst

Mutual Fund

DBS DBS Chola Short 405,000 226 – 10

Cholamandalam Term Floating

Mutual Fund Rate Fund

HSBC Mutual Fund HSBC Liquid Plus 729,517 9,225 990,844 10

Regular

ICICI Prudential ICICI Prudential 9,639,823 179,009 10,901,756 10

Mutual Fund - Flexible Income

Plan

ii) Investment in KBS Capital Management Limited was sold subsequent to the balance sheet date for a

consideration of Rs. 1,575,000.

M) Segment Reporting

i) Primary Segment - Business Segments:

The Company's primary business segments are identified as those relating to Trading Solutions (including

customization, installation and support services) and Information Services Division (subscription/data content

feed).

Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking

into account the organization structure as well as the differential risks and returns of these segments.

Segment revenue, results and capital employed figures include the respective amounts identifiable to each of

the segments and also amounts allocated on a reasonable basis. Other unallocable expenditure includes

expenses incurred on common services provided to the segments which are not directly identifiable to the

individual segments as well as expenses incurred at a corporate level which relate to the Company as a

whole.


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Segment Information

(i) Information About Primary Business Segments (Amount in rupees)

Information Trading Un Total

Services Solutions Allocated

(i) Segment Revenue

Sales 38,920,058 180,704,861 – 219,624,919

(24,057,787) (115,557,872) (139,615,659)

(ii) Segment Result

Profit before Interest & Taxation 4,842,828 71,215,657 – 76,058,485

(8,645,928) (41,222,063) – (49,867,991)

Less: Unallocated corporate – – 2,764,737 2,764,737

expenses net of unallocated income (3,549,209) (3,549,209)

Less: Interest expenses – – 18,061,950 18,061,950

– – (377,120) (377,120)

Less: Provision for Taxation – – 16,025,105 16,025,105

– – (19,505,347) (19,505,347)

(iii) Profit/(Loss) after Taxation 39,206,693

(26,436,315)

(iv) Total Assets

Segment Assets

Fixed Assets (net) 9,613,552 33,664,701 64,984,163 108,262,416

(12,565,203) (10,642,386) (19,858,099) (43,065,688)

Investments – – 153,007,240 153,007,240

(37,621,733) (37,621,733)

Current Assets 22,332,064 124,523,522 728,527,806 875,383,392

(16,622,489) (59,221,633) (120,140,722) (195,984,844)

(v) Total Liabilities

Segment Liabilities

Current Liabilities 23,175,833 20,999,088 39,172,843 83,347,764

(8,975,826) (8,230,416) (20,050,147) (37,256,389)

Loan Funds – – 537,633,179 537,633,179

– – (536,238) (536,238)

(vi) Addition to segment fixed 17,429,997 3,955,194 7,381,899 28,767,090

assets during the year (8,220,000) (7,341,000) (17,682,225) (33,243,225)

(vii) Total amount of significant non-cash

expenses included in segment result

Depreciation 1,710,240 4,172,525 5,389,457 11,272,222

(1,861,496) (1,732,112) (1,288,361) (4,881,968)


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ii) Secondary Segment - Geographical Segments: (Amount in Rupees)


Segment Revenue:

Within India 195,387,658 139,615,659

Outside India 24,237,261 –

Total 219,624,919 139,615,659

Segment Assets:

Within India 1,136,653,048 276,672,265

Outside India Nil Nil

Total 1,136,653,048 276,672,265

Cost incurred for acquiring segment assets:

Within India 28,767,090 33,243,225

Outside India Nil Nil

Total 28,767,090 33,243,225

Notes:

a. Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), taking

into account the organisation structure as well as the differential risks and returns of these segments.

b. The segment wise revenue and results relate to the respective amounts directly identifiable to each of the

segments.

c. Unallocable fixed assets used in the Company's business and unallocable liabilities are not identifiable in

line with the reportable segments as these fixed assets and liabilities are used interchangeably between the

segments.

d. Figures in brackets relate to the previous year.

N) Related party disclosures under Accounting Standard 18

i) Related party relationships

a) Key Management Personnel:

Mr. Sanjay V. Padode - Managing Director

Mr. Sudhanshu Varma - Whole-time Director

b) Relatives of Key Management Personnel:

Mr. V. B. Padode

c) Entities in which Key Management Personnel/Directors have substantial interest/significant

influence:

(i) Ramdeo Media Private Limited

(ii) Religare Travels (India) Limited

(iii) Religare Securities Limited

(iv) Religare Enterprises Limited

(v) Religare Finvest Limited

(vi) Religare Commodities Limited

(vii) Ran Air Services Limited

d) Holding Company

Religare Technova Limited, (Formerly known as Fortis Financial Services Limited)


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e) Subsidiaries:

Subsidiaries of Religare Technova Global Solutions Ltd. (Formerly known as Asian CERC Information

Technology Limited)

% Holding Country of Incorporation

Regius Overseas Holding Co. Limited 100 % Mauritius

Subsidiaries of Regius Overseas Holding Co. Limited

Capital Market Solutions Pty. Ltd. 76 % Australia

Subsidiaries of Capital Market Solutions Pty. Ltd.

Capital Market Solutions (Australia) Pty. Ltd 76 % Australia

Capital Market Solutions (Asia Pacific) Pty. Ltd. 76 % Australia

Capital Market Solutions (Developments) Pty. Ltd. 76 % Australia

Capital Market Solutions (New Zealand) Ltd. 76 % New Zealand

Capital Market Solutions (Hong Kong) Ltd. 76 % Hong Kong

Capital Market Solutions (Malaysia) Sdn Bhd 76 % Malaysia

NovaiBroker (Singapore) Pte. Ltd. 76 % Singapore

Capital Market Solutions (UK) Ltd. 76 % United Kingdom

Mocom Systems (UK) Ltd. 76 % United Kingdom

f) Fellow Subsidiaries

Religare Technova Business Intellect Ltd.

ii) Details of transactions with the related parties: (Amount in Rupees)

Nature of transactions Entiry inwhich

Key Relatives KMP/Directors Holding Subsidiaries TotalManagement of Key has substantial Co.

Personnel Management interest/Personnel signtifcant

influence

Revenue

Data Content Feed/ Subscription – – 2,400,000 – – 2,400,000

- Ramdeo Media Pvt Ltd – – (2,702,151) – – (2,702,151)

Subscription/Software Development – – – 550,000 – 550,000

- Religare Technova Ltd. – – – (6,310,667) – (6,310,667)

Software Development Capital – – – – 10,127,061 10,127,061

Market Solutions (UK) Ltd – – – – – –

Religare Securities Limited – – 5,080,228 – – 5,080,228

– – – – – –

Religare Enterprises Ltd. – – 1,400,000 – – 1,400,000

– – – – – –

Interest and other income

Reguis Overseas Holding Company Ltd – – – – 12,171,495 12,171,495

– – – – – –

Religare Finvest Ltd. – – 2,079,452 – – 2,079,452

– – – – – –

Ran Air Services Ltd. – – 22,784 – – 22,784

– – – – – –


Global Reports LLC


(Amount in Rupees)




influence

Expenses

Rent - Mr. V. B. Padode – 549,500 – – – 549,500

– (258,000) – – – (258,000)

Purchase of softwares – – – 137,296 – 137,296

- Religare Technova Limited – – – (70,510) – (70,510)

Advertisement Charges Ramdeo – – 3,303,113 – – 3,303,113

Media Pvt Ltd – – (3,000,000) – – (3,000,000)

Remuneration to Managerial personnel 12,886,040 – – – – 12,886,040

(7,479,082) – – – – (7,479,082)

Travelling Expense – – 266,287 – – 266,287

- Religare Technova Limited. – – – – – –

Purchase of software and telephone – – 467,485 – – 467,485

expense reimbursement – – – – – –

- Religare Securities Ltd

Traveling Expense – – 2,937,424 – – 2,937,424

- Religare Travels (India) Ltd. – – – – – –

Software Development/Sales – – – – 3,224,368 3,224,368

Commission Capital Market – – – – – –

Solutions (UK) Ltd

Inter Corporate Deposit Given

Ran Air Services Ltd. – – 9,900,000 – – 9,900,000

– – – – – –

Reimbursement of Expenses

Religare Securities Ltd. – – 310,734 – – 310,734

– – – – – –

Interest Expenses

Religare Technova Limited – – – 17,028,928 – 17,028,928

– – – – – –

Balance outstanding as at the year

end Receivables

Ramdeo Media Pvt Ltd – – 1,772,797 – – 1,772,797

– – (2,076,719) – – (2,076,719)

Religare Technova Limited – – – 476,967 – 476,967

– – – – – –

Regius Overseas Holding Company Ltd. – – 13,077,238 – – 13,077,238

– – – – – –

Religare Enterprises Ltd. – – 632,040 – – 632,040

– – – – – –

Religare Securities Limited – – 1,417,284 – – 1,417,284– – – – – –

Capital Market Solution(UK) Ltd – – – – 8,905,211 8,905,211 – – – – – –


Global Reports LLC


59

(Amount in Rupees)




influence

Inter Corporate Deposits Given – – 235,075,954 – – 235,075,954Regius Overseas Holding Company Ltd. – – – – – –

Inter Corporate Deposit Given – – 145,400,000 – – 145,400,000- Ran Air Services Ltd – – – – – –

Payables

Religare Technova Limited. – – – 27,228,796 – 27,228,796

– – – (710,510) – (710,510)

Religare Travels (India) Ltd. – – 1,234,121 – – 1,234,121

– – – – – –

Religare Commodities Ltd. – – 168,540 – – 168,540

– – – – – –

Inter Corporate Deposits Outstanding

Religare Technova Limited. – – – 500,000,000 – 500,000,000

– – – – – –

Disclosure of individual transactions that exceed 10% of the value under each head reported above:

Key management personnel - Remuneration

2008 2007

a) Mr. Sanjay V. Padode 8,025,920 4,312,117

b) Mr. Sudhanshu Varma 4,860,120 3,166,965

Company had allotted 80,000 stock options to Mr. Sudhanshu Varma, a whole-time director being an employee

eligible under the Employee Stock Option Scheme. Of this 32,000 options were exercised during the year.

1. The directors' representation in respect of their relatives and entities in which such relatives have significant

influence are to the extent available with the Company.

2. The above information has been determined to the extent such parties have been identified on the basis of

information provided by the company, which has been relied upon by the auditors.

3. Pursuant to the scheme of amalgamation, 1,00,00,000 equity shares of Rs. 5 each were issued to Religare

Technova Limited (RTL) on October 3, 2008, whereby, the shareholding of RTL is 76% in the Company.

Accordingly RTL is disclosed as the holding Company.

4. Figures in brackets relate to the previous year.

O) Operating Leases:


Rent [Including minimum lease payments: Nil (2007: Nil)] 7,880,404 4,484,543

The Company has entered into operating lease arrangements

for office and residential premises. The lease periods range from

12 months to 5 years with options of renewal for further periods

with increased rent. The operating leases are cancelable by the

lessor or lessee with a notice period of up to 3 months.


Global Reports LLC


P) Deferred Taxation:

Major components of deferred tax assets and liabilities on account of timing differences are as follows:

2008 2007

Deferred Tax Liability arising from:

Difference between carrying amount of fixed assets in the (6,024,946) (4,911,852)

financials statement and the Income Tax Returns

Less :

Deferred tax assets arising from :

Expenses charged in the financials statements but allowable 1,958,984 3,647,101

as deduction in future years under the Income Tax Act, 1961

Net Deferred Tax Asset / (Liability) (4,065,962) (1,264,751)

The tax impact for the above purpose has been arrived by applying a tax rate of 33.99% (2007 : 33.99%) being the

prevailing tax rate for Indian companies under the Income Tax Act, 1961.

Q) Earnings Per Share

2008 2007

Profit after taxes, share of associates and minority interest 39,206,693 26,436,315

Weighted average number of shares outstanding - for basic EPS (Nos.)* 14,181,995 9,724,800

The nominal value per Equity Share (Rupees) 5 5

Add: Effect of potential dilutive shares (Employee Stock Option Scheme) 81,482 115,959

Add: Effect of potential dilutive shares (Share Warrants) 716,363

Weighted average number of shares outstanding - for diluted 14,263,477 10,557,122

Nominal value per share - Rs 10 10

Earnings per share - Basic (Rs.) 2.76 2.72

Earnings per share - Diluted (Rs.) 2.75 2.50

* Includes Equity Shares to be issued as referred in Note 2 A (c).

R) During 2005-06, the Company issued 2,400,000 share warrants that entitled the holders to subscribe to a like

number of equity shares of the Company at an exercise price of Rs. 62.50 per share of nominal value of Rs. 5 each.

The receipts from the issue of Share Warrants were to be utilized for meeting the long term working capital

requirement and Capital expenditure for the expansion plan of the Company.

Amount received on issue of share warrants:

Particulars Amount in Rs.

At the time of issue of warrants 15,000,000

At the time of allotment of shares against warrants 67,500,000

Total 82,500,000

The above amount has been utilized for the following during the year:


Purchase of fixed assets 28,767,090

Working capital requirements 53,732,910

Total 82,500,000


Global Reports LLC


61

S) During the year Company had instituted a Public Deposit scheme under the Companies (Acceptance of Deposits)

Rules, 1975. The period of deposits is one year and is renewable. The scheme was still open as at the year end date

and till the year end the Company has received Public Deposit of Rs. 31,375,000.

T) Certain confirmation of balances from Sundry Debtors is awaited. Adjustment for differences, if any, arising out of

such confirmations/reconciliations would be made in the accounts on receipt of such confirmations and reconciliation

thereof. The Management is of the opinion that the impact of adjustments, if any, is not likely to be significant. In

the opinion of the management, all debtors and loans & advances would be realized at the values at which these

are stated in the accounts, in the ordinary course of business.

U) The management has circularized letters for identifying Companies which would qualify under the definition of

micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. No

disclosures have been made as there has been no response to the letters circularized. The management does not

envisage any material impact on the financials in this regard.

V) Capital work in progress Rs. 50,167,860 includes costs incurred on internally generated software in the development

stage of the product. These costs will be capitalized as intangibles on completion of product development.

W) Investments made in subsidiaries are carried at cost in the books of account. In the opinion of the management,

based on future projections of revenue and cash flows of the subsidiaries no loss on account of diminution needs to

be provided for as on March 31, 2008.

X) The company has received approval from the Government of India under section 212(8) of the Companies Act,

1956 whereby the provisions contained in sub-section (1) of section 212 shall not apply in respect of the balance

sheet etc., of the subsidiaries for the financial year ended March 31, 2008.

Y) As per the share sale agreement relating to acquisition of shares in Capital Market Solutions Pty Ltd.(CMS), the

company has an option to purchase the remaining 24% stake in CMS.

Z) With effect from appointed date of the merger, the financial statements of the Company for the year ended March

31, 2008 include those of the Transferor Company. Accordingly, figures for the previous year ended March 31, 2007

are not comparable as these figures pertain to Religare Technova Global Solutions Ltd. (Formerly known as Asian

CERC Information Technology Ltd.) only.

For and on behalf of the Board of Directors

Sd/- Sd/-Sanjay V. Padode Sudhanshu VarmaManaging Director Whole-time Director

Sd/-Rahul Ranjan

Company Secretary

Place: New Delhi



Global Reports LLC


BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE

AS PER PART IV OF SCHEDULE VI OF THE COMPANIES ACT,1956

1 Registration Details

Registration No. L85110DL1994PLC166888

State Code 55

Balance Sheet Date March 31, 2008

2 Capital Raised During the year Amount in Rs. Thousands

Public Issue NIL

Right Issue NIL

Bonus Issue NIL

Private Placement 6,298

3 Position of Mobilisation and Deployment of Funds

Total Liabilities 1,136,653

Total Assets 1,136,653

Source of Funds

Paid-up Capital 111,438

Reserves and Surplus 400,168

Secured Loans 111

Unsecured Loans 537,522

Deferred Tax Liability 4,066

Application of Funds

Net Fixed Assets 108,262

Investments 153,007

Net Current Assets 792,036

Miscellaneous Expenditure –

Accumulated Loss –

4 Performance of the Company

Turnover 268,526

Total Expenditure 213,294

Profit Before Tax 55,232

Profit After Tax 39,207

Earning Per Share in Rs. 2.76

Dividend Rate % NIL

5 Generic Names of Principal Products and Services of the Company ( As per Monetary Terms )

Item Code No. N.A.

Product Description Internet Based Trading ApplicationOnline Financial Information Content


Sd/- Sd/-Sanjay V. Padode Sudhanshu VarmaManaging Director Whole-time Director

Sd/-Rahul Ranjan

Place : New Delhi Company Secretary



Global Reports LLC


63

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Global Reports LLC


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Global Reports LLC


65

Auditors' Report

TO THE MEMBERS OF RELIGARE TECHNOVA GLOBAL

SOLUTIONS LIMITED (FORMERLY KNOWN AS ASIAN

CERC INFORMATION TECHNOLOGY LIMITED)

1. We have audited the attached Consolidated Balance

Sheet of Religare Technova Global Solutions Limited

(Formerly known as Asian CERC Information

Technology Limited) (the 'Company') and its

subsidiaries (together 'the Group') as at March 31,

2008, the Consolidated Profit and Loss account for

the year ended on that date and the Consolidated Cash

Flow Statement for the year ended on that date, which

we have signed under reference to this report. These

consolidated financial statements are the

responsibility of the Company's management and

have been prepared by the management on the basis

of separate financial statements and other financial

information regarding components. Our responsibility

is to express an opinion on these consolidated 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 consolidated

financial statements prepared, 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. We did not audit the financial statements of certain

subsidiaries, whose financial statements reflect total

assets of Rs. 346,181,979 as at March 31, 2008 and

total revenue of Rs. 227,981,596 and cash outflows of

Rs. 31,772,992 for the year ended on that date included

in the consolidated financial statements attached to

this report. These financial statements have been

audited by other auditors whose reports have been

furnished to us, and our opinion, insofar as it relates

to the amounts included in respect of these

subsidiaries, is based solely on the report of the other

auditors.

4. We report that the consolidated financial statements

have been prepared by the Company's management

in accordance with the requirements of Accounting

Standard (AS) 21, Consolidated Financial Statements,

notified under section 211(3C) of the Companies Act,

1956 and the relevant provisions of the Companies

Act, 1956.

5. Based on our audit and on the consideration of reports

of other auditors on separate financial statements and

on other financial information of the components, in

our opinion and to the best of our information and

according to the explanations given to us, the attached

consolidated financial statements give a true and fair

view in conformity with the accounting principles

generally accepted in India:

(a) in the case of the Consolidated Balance Sheet,

of the consolidated state of affairs of the Group

as at March 31, 2008;

(b) in the case of the Consolidated Profit and Loss

Account, of the consolidated results of operations

of the Group for the year ended on that date;

and

(c) in the case of the Consolidated Cash Flow

Statement, of the consolidated cash flows of the

Group for the year ended on that date.

Dibyendu Majumder

Partner



Price Waterhouse


Place: Bangalore



Global Reports LLC


Consolidated Balance Sheet as at March 31, 2008(Amount in Rs.)

Schedule 2008

SOURCES OF FUNDSShareholders' FundsShare Capital A 61,438,000Share Suspense 50,000,000[Refer schedule Q Note 2(A)]Reserves and Surplus B 411,626,422

523,064,422

Minority Interest 16,362,802

Loan FundsSecured Loans C 110,850Unsecured Loans D 537,522,328

Deferred Tax Liability (Net) [refer schedule 'Q', note 2(J)] 4,065,962

1,081,126,364

APPLICATION OF FUNDSFixed AssetsGross Block E 776,779,690Less: Accumulated Depreciation / Amortization 43,661,343Net Block 733,118,347Capital Work in Progress (including advances) 48,517,493

781,635,840

Investments F 15,610,383

Current Assets, Loans and AdvancesSundry Debtors G 295,850,482Cash and Bank Balances H 398,682,725Other Current Assets I 29,934,571Loans and Advances J 170,933,426

895,401,204

Less: Current Liabilities and Provisions KCurrent Liabilities 510,906,154Provisions 100,614,909

611,521,063Net Current Assets 283,880,141

1,081,126,364



This is the Balance Sheet referred For and on behalf of the Board of Directorsto in our report of even date


Company Secretary



Global Reports LLC


67

Consolidated Profit and Loss Account for the year endedMarch 31, 2008

(Amount in Rs.)

Schedule 2008

INCOME

Sales and Subscriptions L 436,378,098

Less: Excise Duty 2,689,710

433,688,388

Other Income M 25,435,749

459,124,137

EXPENDITURE

Employee Cost N 202,366,298

Operating and Administrative Expenses O 165,227,147

Finance Cost P 26,294,918

Depreciation / Amortisation E 12,732,949

406,621,313

Profit for the year before tax 52,502,824

Less: Provision for Taxation:

- Current Tax 25,402,089

- Fringe Benefit Tax 2,541,943

- Deferred Tax 2,801,211

Profit after taxes before minority interest 21,757,581

Less: Minority Interest 6,183,634

Profit after minority interest 15,573,947

Balance brought forward from previous year 30,197,346

Balance taken over on merger [Refer Schedule Q Note 2(B)] (16,402,816)

Balance Carried Forward to Balance Sheet 29,368,477

Earnings per share of Rs. 5 each

- Basic 1.10

- Diluted 1.09



This is the Profit and Loss Account referred For and on behalf of the Board of Directorsto in our report of even date


Company Secretary



Global Reports LLC


Consolidated Cash Flow Statement for the year endedMarch 31, 2008

(Amount in Rs.)

2008

CASH FLOW FROM OPERATING ACTIVITIES:Profit Before Tax 52,502,824Adjustments for:Depreciation/Amortisation 12,732,949Provision for Diminution in value of Investment –Bad Debts written off and Provision for Doubtful Debts 12,018,410Interest Expenses 18,696,565Deferred Employee Compensation amortised 3,389,379Income from Investments (2,980,595)Interest Income (21,556,151)Unrealised Foreign Exchange Loss/(Gain) 12,443,255Excess Provision writtern Back (896,791)

Operating Profit before Working Capital Changes: 86,349,845

(Increase)/decrease in Trade & Other receivables (150,891,699)Increase/(decrease) in Current Liabilities & Provisions 41,284,826Less: Unrealised Foreign Exchange Loss/(Gain) 12,443,255 28,841,571

(35,700,283)Less: Direct Taxes paid (17,753,738)

Net Cash flow from operating activities A (53,454,020)

CASH FLOW FROM INVESTING ACTIVITIES:Purchase of Fixed Assets (71,580,013)(Purchase) Sale of Investments 22,011,350Inter Corporate Deposit placed (40,400,000)Income from Investments 2,980,595Interest Received 25,371,846

Net Cash flow from Investing activities B (61,616,222)

CASH FLOW FROM FINANCING ACTIVITIES:CASH FLOW FROM FINANCING ACTIVITIES:CASH FLOW FROM FINANCING ACTIVITIES:CASH FLOW FROM FINANCING ACTIVITIES:CASH FLOW FROM FINANCING ACTIVITIES:Proceeds from issue of equity shares 67,798,000Proceeds from Secured Loans (425,388)Proceeds from Un-secured Loans (100,000)Proceeds from Public Deposits 31,375,000Interest Paid (1,775,064)

Net Cash flow from Financing activities C 96,872,548

Net Cash Inflow/(Outflow) (A+B+C) (18,197,695)

Opening balance of Cash and Cash equivalents 7,660,926

Cash and Cash equivalents taken over on Merger 409,219,493(refer note 4 below)

Closing balance of Cash and Cash equivalents 398,682,725

Note:

1. Figures in brackets represents outflow.

2. The Cash Flow Statement has been prepared under indirect method in accordance with Accounting Standard 3 notified under Section 211(3C) of the Companies Act, 1956.

3. Cash and cash equivalents include fixed deposit of Rs.100,000 which is lodged with the excise authorities and Rs. 300,000,000 margin deposit against bank guarantee.

4. Cash and Cash equivalents include Rs. 305,745,316 of Regius Infotech Private Limited which has been merged into the Company with effect from January 1, 2008 [Refer ScheduleQ Note 2(A)] and Rs. 103,474,174 related to subsidiaries.

5. Cash and Cash equivalent does not include investments in mutual funds amounting to Rs.13,792,133.

This is the Cash Flow referred to in our report of even date For and on behalf of the Board of Directors


Company Secretary



Global Reports LLC


69

Schedules annexed to and forming part of Consolidated Balance Sheet(Amount in Rs.)

2008

SCHEDULE - A : SHARE CAPITAL

AUTHORISED:15,000,000 Equity Shares of Rs. 5 each 75,000,000

ISSUED, SUBSCRIBED AND PAID UP:12,287,600 equity shares of Rs. 5 each fully paid-up 61,438,000(Refer schedule 'Q', note 2(E)(iii) for options on unissued capital)

61,438,000

SCHEDULE - B : RESERVES AND SURPLUS

Capital ReserveBalance as per last Balance Sheet 7,500,000

Amalgamation Reserve AccountBalance as per last Balance Sheet –Add: On account of Merger (refer schedule 'Q', note 2(A) and (B)) 130,000,000

130,000,000

Securities Premium AccountBalance as per Last Balance Sheet 133,982,313Add: Received during the year 72,012,780

205,995,093

Employees Stock OptionsEmployees Stock Options outstanding 4,519,170Less : Deferred Employee Compensation 847,343

3,671,827

Translation Reserve 35,091,025Surplus in Profit and Loss Account 29,368,477

411,626,422

SCHEDULE - C : SECURED LOANS

Loans from banksVehicle loan [Secured by hypothecation of vehicle] 110,850[Amount repayable with in 12 months Rs. 110,850]

110,850

SCHEDULE - D : UNSECURED LOANS

Inter Corporate DepositsFrom Holding Company 500,000,000From Others 6,147,328[Amount repayable within 12 months : Rs. Nil]Public Deposits 31,375,000[Amount repayable within 12 months Rs. 31,375,000]

537,522,328


Global Reports LLC


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Global Reports LLC


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(Amount in Rs.)

2008

SCHEDULE - F : INVESTMENTS

Long term, Non-trade, Unquoted (at cost)

52,500 Equity Shares of Rs. 10 each of KBS Capital Management Ltd. 3,200,000

Less: Provision for Diminution in value of Investment 1,900,000

1,300,000

10,365 Equity Shares of Rs.50 each of Cochin Stock Exchange Limited 518,250

Current (at lower of cost and Market Value)

In Mutual Funds

ICICI Prudential - Flexible Income Plan - Dividend - Daily- Reinvest Dividend 2,971,474

2,97,147units of Rs. 10 each

DBS Chola Short Term Floating Rate Fund - Daily Dividend Reinv Plan 4,052,256

405,226 units of Rs. 10 each

DBS Chola Freedom Income STP Inst - Daily Dividend Reinvest Plan 6,768,403

676,840 units of Rs. 10 each

15,610,383

Aggregate cost of unquoted investments - units of mutual funds 13,792,133

Aggregate market value of unquoted investments - units of mutual funds 13,792,133

SCHEDULE - G : SUNDRY DEBTORS (Unsecured)

Debts exceeding six months

- Considered good 23,682,028

- Considered doubtful 5,678,795

29,360,823

Other Debts

- Considered good 242,643,479

- Unbilled Revenue 29,524,975

301,529,277

Less: Provision for doubtful debts 5,678,795

295,850,482

SCHEDULE - H : CASH AND BANK BALANCES

Cash in Hand 126,577

Cheques on Hand 2,379,099

Balances with Schedule Banks

- in Current accounts 51,442,046

- in Deposit accounts* 344,735,003

398,682,725

* Fixed Deposit of Rs. 100,000 has been lodged with the customs authorities and

Rs. 300,000,000 has been placed as margin deposit against bank guarantee issued.


Global Reports LLC


(Amount in Rs.)

2008

SCHEDULE - I : OTHER CURRENT ASSETS

(Unsecured, considered good)

Rental & Other Deposits 11,551,766

Prepaid expenses 15,518,297

Other Current Assets 1,358,644

Interest Accrued 1,505,864

29,934,571

SCHEDULE - J : LOANS AND ADVANCES

[Unsecured, considered good]

Advances Recoverable in Cash or Kind or for value to be received 19,680,992

Inter Corporate Deposit 145,400,000

Balance with excise, customs,etc 5,852,434

170,933,426

SCHEDULE - K : CURRENT LIABILITIES AND PROVISIONS

CURRENT LIABILITIES

Sundry Creditors 24,997,904

Advances from Customers 3,211,982

Interest Accrued but not due 27,384,728

Other Liabilities 385,433,976

Unearned Revenue 69,877,564

510,906,154

PROVISIONS

Compensated Absence 63,266,127

Gratuity 971,840

Taxation (Net of advance tax) 36,376,942

100,614,909


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73

Schedules annexed to and forming part of ConsolidatedProfit and Loss Account

(Amount in Rs.)

2008

SCHEDULE - L : SALES & SUBSCRIPTION

Software Development 211,888,669Software License Fees 185,569,371Subscription / Data Content Feed 38,920,058

436,378,098

SCHEDULE - M : OTHER INCOME

Interest 21,556,151Dividend from Investments 2,980,595Excess Provision Writtern Back 896,791Miscellaneous Income 2,212

25,435,749

SCHEDULE - N : PERSONNEL EXPENSES

Salaries, Wages, Bonus and allowances (Including Provisionsfor leave encashment of Rs. 371,061) 182,633,861Contribution to Provident Fund and Other Funds (Includingprovision for gratuiry of Rs. 621,840) 6,459,346Staff Training and Welfare 9,883,712Employee Stock Option Expenses 3,389,379

202,366,298

SCHEDULE - O : OPERATING, ADMINISTRATIVE & SELLING EXPENSES

Rent 12,732,361Power and Fuel 1,867,533Rates and Taxes 435,067Legal and Professional Charges 41,068,175Traveling and Conveyance 27,554,455Communication Expenses 7,455,591Database Maintenance Expenses 18,163,671Exchange Feeds, Subscription and Empanelment 1,968,444Sales Promotion & Advertisement 7,366,354Commission 1,609,400Insurance 2,440,835Repairs and Maintenance- Building 2,773,341- Plant and Machinery 1,274,081- Others 11,465,695Donations 425,500Bad and Doubtful Debts 12,018,410Printing And Stationary 709,482Exchange Fluctuation (net) 12,443,255Miscellaneous Expenses 1,455,498

165,227,148

SCHEDULE - P : FINANCE COST

Interest on:- Public Deposits 1,012,638- Loans 17,683,927Bank Charges 7,598,353

26,294,918


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SCHEDULE - Q : SIGNIFICANT ACCOUNTING

POLICIES AND NOTES TO ACCOUNTS

1. SIGNIFICANT ACCOUNTING POLICIES:

A) Basis of Accounting

The financial statements are prepared under the

historical cost convention, on the accrual basis of

accounting to comply in all material aspects with the

applicable accounting principles in India, the

applicable Accounting Standards notified under



B) Principles of consolidation:

The Consolidated Financial Statements relate to

Religare Technova Global Solutions Limited, (Formerly

known as Asian CERC Information Technology

Limited) (The Company) and its subsidiaries

collectively referred to as 'the Group'. The

Consolidated Financial Statements are prepared in

accordance with the Accounting Standard (AS 21) on

Consolidated Financial Statements notified under



i) The financial statement of the parent company

and its subsidiaries have been consolidated on

a line by line basis by adding together the book

values of like items of assets, liabilities, income

and expenditure after eliminating intra group

balances and intra group transactions.

ii) The financial statements of the parent company

and its subsidiaries have been consolidated using

uniform accounting policies, to the extent

feasible.

iii) Goodwill represents the difference between the

Company's share in the net worth and the cost

of acquisition of subsidiary at each stage of

acquisition of investment. Goodwill arising on

consolidation is not amortized.

iv) Minority Interest's share of Net Profit/Loss of

Consolidated Subsidiaries for the year is

identified and adjusted against the income of

the group in order to arrive at the Net Income

attributable to the shareholders of the Group.

v) Minority Interest's share of Net Assets of the

Schedule annexed to and forming part of the consolidated accountsfor the year ended March 31, 2008

Group is identified and presented in the

Consolidated Balance Sheet separately from

liabilities and the equity of the Group's

shareholders.

C) Revenue Recognition

(i) Revenue from fixed price service contracts is

recognised in proportion to the degree of

completion of service by reference to and based

on milestones/acts performed as specified in the

contracts and in case of time and material service

contracts, it is recognised on the basis of hours

completed and material used.

(ii) Revenue from the sale of user licenses for software

applications is recognized on transfer of the title

in the user license. In respect of the Hong Kong

subsidiary, recurring license income is recognized

ratably over the period of the contract.

(iii) Subscription revenue from data base products is

recognized proportionately over the period of

subscription.

(iv) Revenue from annual maintenance contracts is

recognised proportionately over the period in

which services are rendered.

(v) Revenue from Software Consultancy and Support

Services is recognized based on proportionate

completion method as per specific agreements

with the customers.

Revenue in excess of billings on service

contracts is recorded as unbilled receivables and

is included in trade accounts receivable. Billings

in excess of revenue that is recognised on service

contracts are recorded as deferred revenue until

the above revenue recognition criteria are met

and are included in current liabilities.

D) Borrowing Costs:

Borrowing costs incurred for the acquisition of

qualifying assets are recognised as part of cost of such

assets when it is considered probable that they will

result in future economic benefits to the group while

other borrowing costs are expensed in the period in

which they are incurred.

E) Fixed Assets/Intangible Assets

Fixed assets are stated at cost less accumulated


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75

depreciation. Cost includes duties, taxes and other

expenses incidental to development / acquisition and

installation. In respect of internally developed

software, costs include development costs directly

attributable to the design and development of

software. Intangible assets are recorded at the

consideration paid for acquisition/ development.

Operating software is capitalised along with the fixed

assets. Application software (other than those having

an enduring benefit) is expensed off on acquisition.

F) Depreciation / Amortization

In respect of Parent Company: Fixed assets (other than

leasehold improvements and intangible assets) are

depreciated on the Straight Line Method at the rates

estimated by the management and in the manner

specified in Schedule XIV to the Companies Act,

1956. Leasehold improvements are amortized over

the lease period. In respect of assets acquired / sold

during the year, depreciation is charged on pro-rata

basis.

Asset Class Depreciation Rate

Plant & Machinery 4.75%

Computer System 16.21%

Leasehold Improvements 20.00%

Furniture & Fixtures 6.33%

Vehicles 9.50%

Fixed assets individually costing upto Rs.5,000 are

depreciated at the rate of 100% on purchase.

In respect of Overseas Subsidiary Companies: Fixed

Assets, excluding Freehold land, is depreciated on

straight line basis over their estimated useful lives.

The depreciation rates used for each class of

depreciable asset ranges from 25 % to 33% p.a.

Intangible assets are amortized over a period of three

years on a straight-line basis, commencing from the

date the asset is available to the group for its use.

G) Foreign Currency Transactions and Translation

Foreign currency transactions are recorded at the rate

of exchange prevailing on the date of the transaction.


denominated in foreign currency are restated at the

closing exchange rate. Exchange differences resulting

from the settlement of such transactions and from the

translation of such monetary assets and liabilities are

recognized in the Profit and Loss Account.

Translation of Overseas Subsidiaries

In respect of non-integral overseas subsidiaries, income

and expenses are translated at average rate for the

period. Assets and Liabilities, both monetary and non-

monetary, are translated at the year-end exchange

rates. The difference arising out of translation is

included in translation reserve. Any goodwill or capital

reserve arising on acquisition of non integral operations

is translated at closing rate.

In respect of integral overseas subsidiary, income and

expenses are translated at average rate for the period.


are translated at the closing exchange rate. Exchange

differences resulting from the translation of such

monetary assets and liabilities are recognized in the

Profit and Loss Account. Non-monetary assets and

liabilities are translated at the rate of exchange

prevailing on the date of the transaction.

H) Investments

Long-term investments are valued at cost. Cost

includes incidental charges incurred towards

acquisition of such investments. Provision for

diminution, if any, in the value of investments is made

to recognize a decline, other than temporary in nature.

Current investments are valued at lower of cost and

market value.

I) Research and Development

Revenue expenditure on research is charged to profit

and loss Account in the period in which it is incurred.

J) Employee Benefits

Defined Contribution Plans:

Contributions paid /payable in respect of defined

contribution plans are recognised as expense during

the period in which the employee performs the

services.

Defined Benefit Plans:

In respect of Parent Company, the liability towards

gratuity is determined on actuarial valuation using

Projected Unit Credit Method at the balance sheet

date. Actuarial gains and losses are recognized

immediately in the Profit and Loss Account.

Other Long Term Employee Benefits:

Liability towards Compensated absences is recognized

at the present value based on actuarial valuation at

each Balance Sheet date.


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Short Term:

Liability of earned leave, compensated absences,performance incentives etc. are recognized during theperiod when the employee renders the services.

K) Accounting for Leases

Assets acquired under leases where the Group hassubstantially all the risks and rewards of ownershipare classified as finance lease. Such leases arecapitalised at the inception of the lease at lower ofthe fair value or the present value of the minimumlease payments and a liability is created for anequivalent amount. Each lease rental paid is allocatedbetween the liability and the interest cost so as toobtain a constant periodic rate of interest on theoutstanding liability for each period.

Assets acquired under leases where a significantportion of the risk and rewards of ownership areretained by the lessor are classified as operating leases.Lease rentals are charged to the Profit and Loss Accounton accrual basis.

L) Taxes on Income

Provision for Income tax comprises current taxes anddeferred taxes. Current tax is determined as the amountof tax payable in respect of taxable income for theperiod in accordance with applicable laws.

Fringe Benefit Tax is determined at current applicablerates on expenses falling within the ambit of 'FringeBenefit' as defined under the Income Tax Act, 1961.

Deferred tax is recognised on timing differencesbetween the accounting income and the taxableincome for the year and quantified using the tax ratesand laws enacted or substantively enacted as on theBalance Sheet date.

Deferred tax assets are recognised and carried forwardto the extent that there is a reasonable/ virtual certaintythat sufficient future taxable income will be availableagainst which such deferred tax asset can be realised,except for unabsorbed depreciation and carry forwardof losses under the tax laws where deferred tax assetsare recognised only to the extent that there is virtualcertainty, supported by convincing evidence thatsufficient future taxable income will be availableagainst which such deferred tax assets can be realised.

M) Stock based compensation

The Group measures the compensation cost relatingto employee stock options using the intrinsic valuemethod. The compensation cost is amortised over thevesting period of the option.

N) Earnings per Share

Earning (basic and diluted) per equity share is arrived atbased on Net Profit after taxation to the weighted averagenumber of equity shares outstanding during the year.

O) Provisions and contingencies

A Provision is recognised when the Group has a presentobligation as a result of past events, for which it isprobable that an outflow of resources embodyingeconomic benefits will be required to settle theobligation and a reliable estimate of the amount canbe made. Provisions are determined based onmanagement estimate required to settle the obligationat the balance sheet date.

Provisions are reviewed regularly and are adjustedwhere necessary to reflect the current best estimatesof the obligation. When the Group expects a provisionto be reimbursed, the reimbursement is recognised asa separate asset, only when such reimbursement isvirtually certain.

Liabilities which are material and whose futureoutcome cannot be ascertained with reasonablecertainty is treated as contingent and to the extentnot provided for are disclosed by way of notes on theaccounts.

P) Impairment of assets

At each Balance Sheet date, the Group assesseswhether there is any indication that an asset may beimpaired. If any such indication exists, the Groupestimates the recoverable amount. If the carryingamount of the asset exceeds its recoverable amount,an impairment loss is recognized in the Profit andLoss Account to the extent the carrying amountexceeds the recoverable amount.

2. NOTES TO ACCOUNTS

A) Composite Scheme of Arrangement

A Scheme of Arrangement under Section 391 to 394 ofthe Companies Act, 1956 (the Scheme) with regard tomerger of Regius InfoTech Private Limited ("RIPL" /"Transferor Company") with Asian CERC InformationTechnology Limited ("ACRC" / "Transferee Company")now renamed as Religare Technova Global SolutionsLimited, was sanctioned by the Hon'ble High Court ofDelhi on August 18, 2008. Upon filing of Certified copyof the High Court Order with the Registrar ofCompanies, the scheme has become effective on

October 1, 2008. Consequently in terms of the Scheme:

a) The amalgamation of the transferor company withthe transferee company takes effect from January1, 2008, being the Merger Appointed Date.


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b) The transferor company shall be dissolvedwithout undergoing the process of winding up.

c) October 3, 2008 was fixed as the Record Datefor determining the shareholders of the transferorcompany who will be eligible for the shares ofthe transferee company as per the ratios specifiedin the scheme. The Company has issued10,000,000 Equity Shares of Rs.5 each fully paidup in this regard. The Company is in receipt oflisting and trading approval of aforesaid shareswith effect from October 21, 2008 from theBombay Stock Exchange Limited where theexisting equity shares of the company arepresently listed. Consequently, there has beenan increase in the paid up share capital of thetransferee company by Rs.50,000,000 pursuantto allotment of 10,000,000 Equity Shares of Rs.5 each which have been allotted vide BoardResolution dated October 03, 2008 passedthrough circulation. Pending allotment of theseEquity Shares as on March 31, 2008, a sum ofRs.50, 000,000 has been shown under ShareSuspense Account.

d) In consideration for the Merger, ACRC (nowrenamed as Religare Technova Global SolutionsLimited) has allotted to the equity shareholdersof the RIPL, 10 equity shares of Rs.5 eachcredited as fully paid up of ACRC for every 18equity shares of Rs.10 each fully paid up held inRIPL. Further, the Authorised Share Capital ofthe Company stand increased from Rs.75,000,000 to Rs. 275,000,000 upon the saidscheme of merger being effective, in terms ofpara 9 (a) of the Scheme.

e) With effect from January 1, 2008 being theMerger Appointed Date, inter alia, the entirebusiness and whole of the undertaking of thetransferor company, including all debts,liabilities, duties and obligations and allproperties and assets shall be transferred and/ordeemed to be transferred to and vests in thetransferee company.

f) RIPL was a wholly owned subsidiary of ReligareTechnova Limited (Formerly known as FortisFinancial Services Limited), a public listedcompany. RIPL has 100 % stake in RegiusOverseas Holding Company Limited, Mauritiuswhich holds 76 % interest in Capital MarketSolutions Pty Limited, Australia (CMS). RIPLthrough its step down subsidiaries carried on thebusiness of providing software and relatedservices to the Financial Services Industry,

primarily to stock brokers, investment banks andAsset managers and has a suite of productsproviding back office solutions.

B) Accounting for Amalgamation

The amalgamation of Transferor Companies with theCompany is accounted on the basis of the Pooling ofInterest Method as envisaged in the AccountingStandard (AS) -14 on Accounting for Amalgamationsnotified under Section 211(3C) of the Companies Act,1956 and in terms of the Scheme, as below:

i) All the said Assets and Liabilities recorded in thebooks of the RIPL is transferred to and vested withACRC (now renamed as Religare Technova GlobalSolutions Limited) pursuant to the Scheme and isrecorded by the ACRC at their carrying amountas appearing in the books of the RIPL.

ii) An amount equal to the balance lying in the"Profit and Loss Account" as appearing in thebalance sheet of the RIPL is taken over by ACRCand included in its Profit and Loss Account

iii) Total amounting to Rs 130,000,000 arising outof the aggregate value of the Assets reduced bythe aggregate value of the Liabilities, of theTransferor Company, over the value of theaggregate New Equity Shares to be issued andallotted under the Scheme by the TransfereeCompany to the Members of the TransferorCompany has been credited to an"Amalgamation Reserve Account" and the sameshall be treated as reserve forming part of thenet worth of the Transferee Company. The same

has been computed as below :

Particulars Rs Rs

Investment A 137,396,857

Current Assets

Cash & Bank Balances 305,745,316

Loans & Advances 237,623,044

B 543,368,360

Current Liabilities & Provisions

Current Liabilities 10,463,737

Provisions 456,968

C 10,920,705

Net Current Assets D=B-C 532,447,655

Loans

Unsecured Loans E 506,247,328

Net Worth as on 31.12.2007F=A+D-E 163,597,184

Less: Purchase Consideration 50,000,000

Less: Profit and Loss Account (loss) (16,402,816)

Amalgamation Reserve 130,000,000


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C) The consolidated financial statements present theconsolidated accounts of Religare TechnovaGlobal Solutions Limited with its followingSubsidiaries:

2008 Country ofIncorporation

Subsidiaries of Religare TechnovaGlobal Solutions Limited(Formerly known as Asian CERCInformation Technology Ltd.)

Regius Overseas HoldingCompany Limited 100 % Mauritius

Subsidiaries of Regius OverseasHolding Company Limited

Capital Market Solutions Pty Ltd 76 % Australia

Subsidiaries of Capital MarketSolutions Pty Ltd

Capital Market Solutions(Australia) Pty Ltd 76 % Australia

Capital Market Solutions(Asia Pacific) Pty Ltd 76 % Australia

Capital Market Solutions(Developments) Pty Ltd 76 % Australia

Capital Market Solutions(New Zealand) Ltd 76 % New Zealand

Capital Market Solutions(Hong Kong) Ltd 76 % Hong Kong

Capital Market Solutions(Malaysia) Sdn Bhd 76 % Malaysia

NovaiBroker (Singapore) Pte Ltd 76 % Singapore

Capital Market Solutions (UK) Ltd 76 % UK

Mocom Systems (UK) Ltd 76 % UK

D) Contingent Liabilities (Amounts in Rupees)

Particulars 2008

Outstanding Bank Guarantee 300,054,000

Includes Rs. 300,000,000 pertaining to bank guaranteegiven on behalf of Regius Overseas Holding CompanyLtd. (fully owned subsidiary) for settlement of liabilitiesin relation to the share sale agreement executed withthe erstwhile shareholders of Capital Market SolutionPty Limited.

E) Stock Based Compensation

i) The Company instituted the Employee Stock OptionPlan in respect of 154,000 options, duly approved bythe Remuneration / Compensation Committee of theBoard of Directors of the Company and approved bythe shareholders in the Extra Ordinary General Meetingof the Company held on March 3, 2006. Details of

Option granted under the plan are as under:

Grant Number of Exercise Vesting PeriodDate options Price

granted

August 14, 154,000 Rs. 5 40% of options vests at the2006 end of one year and

remaining 60% at the end ofsecond year.

Each option entitles the holder to exercise the right to

apply for and seek allotment of one equity share ofRs. 5 each. The intrinsic value of the option is Rs.50.55. The Options have vesting periods as statedabove in accordance with vesting schedule as perthe said Plan.

Particulars of options granted and lapsed under thescheme are as below:

Particulars 2008

Options Outstanding as at thestart of the year 149,000

Options granted during the year –

Options exercised during the year 59,600

Options Lapsed during the Year –

Options outstanding as at the year end 89,400

The Company has recorded compensation cost for allgrants using the intrinsic value based method ofaccounting, in line with the prescribed SEBI guidelines.

Had compensation been determined under the fairvalue approach described in the guidance note on'Accounting for employee share based payments', theCompany's net profit and basic and diluted earningsper share would have reduced to the proforma amountsas indicated below:

2008

Net profit after minority interest asreported 15,573,947

Add: Stock-based employeecompensation expense(intrinsic value method) 3,389,379

Less: Stock-based employeecompensation expense(fair value method) 2,838,200

Adjusted net profit 16,125,126

Number of shares for basicearnings per share* 14,181,995

Basic earnings per share as reported 1.10

Adjusted basic earnings per share 1.14

Number of shares for dilutedearnings per share 14,263,477

Diluted earnings per share as reported 1.09

Adjusted diluted earnings per share 1.13

* includes Equity Shares to be issued as referred in

note 2 A (c).

The fair value of option on the date of grant was Rs.

47.42 estimated using the Black-Scholes Model with

following assumptions:


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Stock Price as on valuation date 55.40

Exercise Price 5.00

Dividend Yield 1.81%

Volatility 85.46%

Risk free rate 7.40%

Valuation Date August 14, 2006

Term (Years) 5.80

During the year 59,600 shares were exercised at Rs. 5per share. The average share price on the date ofexercise was Rs. 181.05

(ii) The Finance Act, 2007 included Fringe Benefit Tax(FBT) on Employee Stock Option Plan (ESOP). FBTliability crystallizes on the date of exercise of stockoptions. During the year ended March 31 2008, 59,600shares were issued pursuant to the exercise of stockoptions by employees. FBT on exercise of stock optionsof Rs.3,566,428 has been paid by the Company as onMarch 31, 2008. The FBT paid is being recovered fromthe employees. As at March 31, 2008 Rs.420,960 isyet to be recovered from the employees. Consequently,there is no impact on the Profit and Loss account.

(iii) Options on un-issued Share Capital:

Options outstanding at the year end include 89,400equity shares of Rs. 5 each that could be subscribedby the beneficiaries of the Employee Stock OptionScheme at par value.

F) Employee Benefits

During the financial year ended March 31, 2008, theCompany has adopted Accounting Standard 15(Revised 2005)-Employee Benefits (AS15). Pursuantto the adoption, the company has determined theliability for compensated absences and gratuity inaccordance with the revised AS 15.

Disclosures as envisaged in revised AS 15 in respectof Defined Benefit Obligation (Gratuity) are givenbelow:

Reconciliation showing the movements during theyear in the net liability of Defined Benefit Obligation(Gratuity) recognised in the Balance Sheet:

Amount in Rupees

(i) I Reconciliation of opening and closing balancesof obligation

a. Obligation as at April 1, 2007 1,365,367

b. Current Service Cost 927,061

c. Interest Cost 147,173


e. Benefits Paid (89,475)

f. Obligation as at March 31, 2008 2,182,788

II Change in Plan Assets (Reconciliation of openingand closing balances)

a. Fair Value of Plan Assets asat April 1, 2007 1,015,367

b. Expected return on Plan Assets 90,983

c. Contributions 194,073

d. Benefits Paid (89,475)

e. Fair Value of Plan Assets asat March 31, 2008 1,210,948

III Reconciliation of fair value of assets andobligations

a. Present Value of Obligation asat March 31, 2008 2,182,788

b. Fair value of Plan Assets asat March 31, 2008 (1,210,948)

c. Unfunded amount recognizedin the Balance Sheet 971,840

IV Expense recognized during the year

a. Current Service Cost 927,061

b. Interest Cost 147,173

c. Expected return on Plan Assets (90,983)


e. Contributions (194,073)

f. Expense recognized during the year 621,840

V Assumptions

a. Discount Rate p.a. (Note 1) 8.00%

b. Interest Rate p.a. 8.00%

c. Estimated Rate of return onPlan Assets p.a. (Note 2) 8.00%

d. Rate of Escalation in Salary p.a.

(Note 3) 5.00%

Notes:

1. The discount rate is based on the prevailing

market yield on Government Securities as at the

Balance Sheet date for the estimated term of

obligations.

2. The estimated return on plan assets is determined

considering several applicable factors, mainly

the composition of plan asset held, assessed risks

of asset management, historical results of the

return on plan assets and the Company's policy

for plan asset management.

3. The estimates of future salary increases,

considered in actuarial valuation, take account

of inflation, seniority, promotion and other

relevant factors such as supply and demand

factors in the employment market.


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ii) The group has recognised, in the profit and loss account for the year ended March 31, 2008 an aggregate amountof Rs. 5,836,342 as an expense in respect of defined contribution plans:

Particulars Amount (Rs.)

Parent Company :

Provident Fund 834,176

Employee State Insurance Corporation 58,867

Overseas Subsidiaries defined contribution plans 4,943,299

As this is the first year of implementation of AS - 15, the corresponding figures for the previous year have not beenfurnished.

G) Segment Reporting

i) Primary Segment - Business Segments:

The group's primary business segments are identified as those relating to Trading Solutions (includingcustomization, installation and support services) and Information Services Division (subscription/data contentfeed).

Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), takinginto account the organization structure as well as the differential risks and returns of these segments.

Segment revenue, results and capital employed figures include the respective amounts identifiable to each ofthe segments and also amounts allocated on a reasonable basis. Other unallocable expenditure includesexpenses incurred on common services provided to the segments which are not directly identifiable to the

individual segments as well as expenses incurred at a corporate level which relate to the group as a whole.

Segment Information

(Amount in rupees)

Information Trading Un TotalServices Solutions Allocated

(i) Segment Revenue

Sales 38,920,058 394,768,330 – 433,688,388

(ii) Segment Result

Segment Results 4,842,828 143,696,696 – 148,539,524

Less: Unallocated corporate expensesnet of unallocated income – – 77,340,135 77,340,135

Less: Interest expenses – – 18,696,565 18,696,565

Less: Provision for Taxation – – 30,745,243 30,745,243

(iii) Profit/(Loss) after Taxation 21,757,581

(iv) Total AssetsSegment Assets

Fixed Assets (net) 9,613,552 45,089,248 726,933,040 781,635,840

Investments – – 22,344,629 22,344,629

Current Assets 22,332,064 402,275,778 464,059,116 888,666,958

(v) Total LiabilitiesSegment Liabilities

Current Liabilities 23,175,833 254,690,720 333,654,510 611,521,063

Loan Funds – – 537,633,179 537,633,179

(vi) Addition to segment fixed 17,429,997 8,898,612 8,080,425 34,409,034assets during the year

(vii) Total amount of significant non-cashexpenses included in segment result

Depreciation 1,710,240 5,452,401 5,570,308 12,732,949


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ii) Secondary Segment - Geographical Segments: (Amount in Rs.)

Particulars 2008

Segment Revenue:

Within India 195,387,658

Within Australia 163,575,493

Others 74,725,237

Total 433,688,388

Segment Assets:

Within India 1,146,107,211


Others 246,243,810

Total 1,692,647,427

Cost incurred for acquiring segment assets:

Within India 28,767,090


Others 75,940

Total 34,409,034

Notes:

a. Segments have been identified in line with the Accounting Standard on Segment Reporting (AS-17), takinginto account the organisation structure as well as the differential risks and returns of these segments.

b. The segment wise revenue and results relate to the respective amounts directly identifiable to each of thesegments.

c. Unallocable fixed assets used in the group's business and unallocable liabilities are not identifiable in linewith the reportable segments as these fixed assets and liabilities are used interchangeably between thesegments.

H) Related party disclosures under Accounting Standard 18

i) Related party relationships

a) Key Management Personnel:

Mr. Sanjay V. Padode - Managing Director, Religare Technova Global Solutions Ltd. (Formerly known asAsian CERC Information Technology Limited)

Mr. Sudhanshu Varma - Whole-time Director, Religare Technova Global Solutions Ltd. (Formerly knownas Asian CERC Information Technology Limited)

Mr. Joe Nash - Whole Time Director Capital Market Solutions Pty Ltd

Mr. Ralph Horne - Whole Time Director Capital Market Solutions Pty Ltd

b) Relatives of Key Management Personnel:

Mr. V. B. Padode

c) Entities in which Key Management Personnel/Directors have substantial interest/significantinfluence:

1. Ramdeo Media Private Limited2. Religare Travels (India) Limited3. Religare Securities Limited4. Religare Enterprises Limited5. Religare Finvest Limited6. Religare Commodities Limited7. Ran Air Services Limited

d) Holding Company

Religare Technova Limited, (Formerly known as Fortis Financial Services Limited)

e) Fellow Subsidiaries

Religare Technova IT Limited.


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i i ) Details of transactions with the related parties: Amount in Rs.


Key Relatives KMP Holding TotalManagement of Key has substantial Company

Personnel Management interestPersonnel

Revenue

Data Content Feed/Subscription- Ramdeo Media Pvt Ltd – – 2,400,000 – 2,400,000

Subscription/Software Development- Religare Technova Ltd. – – – 550,000 550,000

Religare Securities Limited – – 5,080,228 – 5,080,228

Religare Enterprises Ltd. – – 1,400,000 – 1,400,000

Interest and Other Income

Religare Finvest Ltd. – – 2,079,452 – 2,079,452

Ran Air Services Ltd. – – 22,784 – 22,784

Expenses

Rent - Mr. V. B. Padode – 549,500 – – 549,500

Purchase of software- Religare Technova Limited – – – 137,296 137,296

Advertisement Charges RamdeoMedia Pvt Ltd – – 3,303,113 – 3,303,113

Remuneration to Managerial personnel 28,170,881 – – – 28,170,881

Traveling Expense- Religare Technova Limited. – – 266,287 – 266,287

Purchase of software and telephoneexpense reimbursement- Religare Securities Ltd – – 467,485 – 467,485

Traveling Expense- Religare Travels (India) Ltd. – – 2,937,424 – 2,937,424

Inter Corporate Deposit Given

Ran Air Services Ltd. – – 9,900,000 – 9,900,000

Reimbursement of Expenses

Expenses reimbursement to- Religare Securities Ltd. – – 310,734 – 310,734

Interest Expenses

Religare Technova Limited – – – 17,028,928 17,028,928

Receivables

Loan to Directors 1,625,436 – – – 1,625,436

Ramdeo Media Pvt Ltd – – 1,772,797 – 1,772,797

Religare Technova Limited – – – 476,967 476,967

Religare Enterprises Ltd. – – 632,040 – 632,040

Religare Commodities Ltd. – – 168,540 – 168,540

Religare Securities Limited – – 1,417,284 – 1,417,284

Inter Corporate Deposit- Ran Air Services Ltd – – 145,400,000 – 145,400,000

Payables

Religare Technova Limited. – – – 27,228,796 27,228,796

Traveling Expense- Religare Travels (India) Ltd. – – 1,234,121 – 1,234,121

Inter Corporate Deposits Outstanding.

Religare Technova Limited. – – – 500,000,000 500,000,000


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Disclosure of individual transactions that exceed 10%

of the value under each head reported above:

Key management personnel - Remuneration

2008

Mr. Sanjay V. Padode 8,025,920

Mr. Sudhanshu Varma 4,860,120

Mr. Ralph Horne 8,681,616

Mr. Joe Nash 6,603,225

Company had allotted 80,000 stock options to Mr.

Sudhanshu Varma, a whole-time director being an

employee eligible under the Employee Stock Option

Scheme. Of this 32,000 options were exercised during

the year.

1. The directors' representation in respect of their

relatives and entities in which such relatives

have significant influence are to the extent

available with the Company.

2. The above information has been determined to

the extent such parties have been identified on

the basis of information provided by the

company, which has been relied upon by the

auditors.

3. Pursuant to the scheme of amalgamation,

10,000,000 equity shares of Rs. 5 each were

issued to Religare Technova Limited (RTL) on

October 3, 2008, whereby, the shareholding of

RTL is 71.21% in the Company. Accordingly RTL

is disclosed as the Holding Company.

I) Operating Leases :

The charge on account of lease rental for the year is

Rs. 11,709,368.

Future obligations of lease rentals applicable to the

leased assets aggregate to Rs. 16,302,460 and are due:

Amount in Rs.

Not later than 1 year 15,127,052

Later than 1 year and not later

than 5 years 1,175,408

More than 5 year –

Total 16,302,460

J) Deferred Taxation:

Major components of deferred tax assets and liabilities

on account of timing differences are as follows:

Particulars 2008

Deferred Tax Liability arising from:

Difference between carrying amount

of fixed assets in the financials

statement and the Income

Tax Returns (6,024,946)

Less :

Deferred tax assets arising from :

Expenses charged in the financials

statements but allowable as

deduction in future years under

the Income Tax Act, 1961 1,958,984

Net Deferred Tax Asset / (Liability) (4,065,962)

In respect of overseas subsidiary companies, no

deferred tax has been recognized in view of carry

forward of unabsorbed losses, due to uncertainty of

realisibility of the same.

K) Earnings Per Share

Particulars 2008

Profit after taxes, share of

associates and minority interest 15,573,947

Weighted average number of

shares outstanding -

for basic EPS (Numbers)* 14,181,995

The nominal value per

Equity Share (Rupees) 5

Add: Effect of potential dilutive

shares (Employee Stock

Option Scheme) 81,482

Weighted average number of

shares outstanding - for diluted 14,263,477

Nominal value per share - Rs 5

Earnings per share - Basic (Rs.) 1.10

Earnings per share - Diluted (Rs.) 1.09

* includes Equity Shares to be issued as referred in

note 2 A (c).

L) During 2005-06, the Company issued 2,400,000 share

warrants that entitled the holders to subscribe to a

like number of equity shares of the Company at an

exercise price of Rs. 62.50 per share of nominal value

of Rs. 5 each.


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The receipts from the issue of Share Warrants were to

be utilized for meeting the long term working capital

requirement and Capital expenditure for the expansion

plan of the Company.

Amount received on issue of share warrants:


At the time of issue of warrants 15,000,000

At the time of allotment of shares

against warrants 67,500,000

Total 82,500,000

The above amount has been utilized for the following

during the year:


Purchase of fixed assets 28,767,090

Working capital requirements 53,732,910

Total 82,500,000

M) During the year Company had instituted a Public

Deposit scheme under the Companies (Acceptance

of Deposits) Rules, 1975. The period of deposits is

one year and is renewable. The scheme was still open

as at the year end date and till the year end the

Company has received Public Deposit of Rs.

31,375,000.

N) The Fixed Deposit of Rs 300,000,000 has been placed

in favor of HDFC Bank as margin deposit against the

Bank Guarantee given equivalent to AUD 7,399,057

for acquisition of 76% in Capital Market Solution

Pty. Ltd through the Special purpose vehicle and wholly

owned subsidiary namely Reguis Overseas Holding

Company Limited incorporated in Mauritius.

O) Certain confirmation of balances from Sundry Debtors

are awaited. Adjustment for differences, if any, arising

out of such confirmations/reconciliations would be

made in the accounts on receipt of such confirmations

and reconciliation thereof. The Management is of the

opinion that the impact of adjustments, if any, is not

likely to be significant. In the opinion of the

management, all debtors and loans & advances would

be realized at the values at which these are stated in

the accounts, in the ordinary course of business.

P) Capital work in progress Rs. 48,517,493 includes costs

incurred on internally generated software in the

development stage of the product. These costs will

be capitalized as intangibles on completion of product

development.

Q) Goodwill arising on consolidation as carried in the

books of accounts has been tested for impairment. In

the opinion of the management, based on future

projections of revenue and cash flows of the

subsidiaries no loss on account of impairment needs

to be recognized as on March 31, 2008.

R) As per the share sale agreement relating to acquisition

of shares in Capital Market Solutions Pty Ltd (CMS),

the company has an option to purchase the remaining

24% stake in CMS.

S) Previous year figures are not presented being the first

year of consolidation.


Sd/- Sd/-

Sanjay Padode Sudhanshu Varma

Managing Director Whole-time Director

Sd/-

Rahul Ranjan

Company Secretary

Place: New Delhi



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