DIRECTORS' REPORT

DEAR SHAREHOLDERS,

We are pleased to present the 25th Annual Report on the affairs of the Company together with the Audited Statement of Accounts for the year ended March 31, 2015.

• PERFORMANCE

Consolidated:

During the year, your Company recorded the total income of Rs. 278,639.11 Lacs from Rs. 195,806.25 Lacs in previous year, a growth of 42.30%. The EBITDA stood at Rs. 72913.13 Lacs from Rs. 54075.99 Lacs in previous year, an increase of 34.83%. Profit after Tax was increased to Rs. 32,184.29 Lacs from Rs. 17,498.05 Lacs in previous year, up by 83.93%.

Standalone:

During the year, your Company recorded the total income of Rs. 278493.51 Lacs from Rs. 197,463.21 Lacs in previous year, a growth of 41.04%. The EBITDA stood at Rs. 72736.94 Lacs from Rs. 56415.48 Lacs in previous year, an increase of 28.93%. Profit after Tax was increased to Rs. 32057.30 Lacs from Rs. 19,900.03 Lacs in previous year, up by 61.09%.

2. Dividend

Your Directors recommended a dividend of Rs. 0.25 per equity share i.e. (25% on each equity share having Face value of Rs. 1/- each, subject to the approval by the shareholders at the ensuing Annual General Meeting. The total dividend payout will be of Rs. 1258.70 Lacs with a tax amount of Rs. 251.67 Lacs

3. public deposits

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the requirement for furnishing of details of deposits which are not in compliance with the Chapter V of the Act is not applicable.

4. subsidiaries

The consolidated financial statements of the Company & its Subsidiaries which form part of Annual report have been prepared in accordance with section 129(3) of the Companies Act, 2013. Further, a statement containing the salient features of the Financial Statements of Subsidiary Companies in prescribed Format AOC - 1 is annexed herewith as "Annexure 1". In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including the Consolidated Financial Statements and related information of the company and its Subsidiaries are available on the website of the Company. These documents will also be available for inspection during the business hours at the Registered Office of the Company. Any Member desirous of obtaining a copy of the said Financial Statements may write to the Company. .

The Company has the following subsidiaries:

• Vakrangee e-Solutions INC.

The Company holds 100% of Equity Share capital of Vakrangee e-Solutions INC which was incorporated in the financial year 2009-10 at Philippines for exploring various e-Governance opportunities in Philippines. The first contract under the initiative was "Land Titling Computerization Project", under which it completed scanning, digitization and encoding of more than 15 million title deeds for the Government of Philippines. Vakrangee e-Solutions INC. is currently exploring further opportunities in these areas.

• Vakrangee Finserve Limited

Vakrangee Finserve Limited is a 100% Subsidiary of the Vakrangee Limited, incorporated in September 2011 with a focus on working as Business Correspondent for various Banks under the BC Model of Reserve Bank of India (2006) in the area of Financial Inclusion.

The Company has already signed agreements with various PSU Banks and their Rural Regional Branches for carrying out BC services for these banks in identified Rural, semi-urban and urban areas. The services include opening of Bank Accounts, Deposits, Withdrawals and remittances. Besides, the Company would provide Business Facilitator Services to these banks which involve mobilization deposits and loans.

5. management discussion and analysis report

Management discussion and Analysis Report, as required under the Listing Agreement with Stock Exchanges, is enclosed separately with this Annual Report.

6. directors' responsibility statement

As required by Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby state:

(i) that in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied them consistently and 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, 2015 and of the Profit & Loss of the Company for the year ended on that date;

(iii) that the Directors have taken proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the annual accounts have been prepared on a going concern basis;

(v) that Directors has laid down internal financial controls to be followed by the Company and such Internal Financial Controls are adequate and operating effectively;

(vi) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

7. corporate governance

As per Clause 49 as per Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance practices followed by the Company, together with a Certificate from the Company's Auditors M/s. S. K. Patodia & Associates, Chartered Accountants, confirming Compliance forms an integral part of this report.

8. conservation of energy, technology absorption, foreign exchange earnings  and outgo

In accordance with the provisions of Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, required information relating to the Conservation  of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is given as hereunder

• Conservation of Energy

The Operations of the Company are not energy intensive. However, measures have been taken to reduce energy consumption by using efficient computers, IT Assets and other equipments with latest technologies. The expenses on power in relation to income is nominal and under control and the use of the same is under continued surveillance with strict security measures.

• Technology Absorption

Since business and technologies are changing constantly, investment in research and development activities is of paramount importance. Your Company continues its focus on quality up-gradation of products and services development. It has helped maintain margins.

• Foreign Exchange Earning and Outgo

Foreign Exchange Earning: Rs. 395.47 Lacs Foreign Exchange Outgo: Rs. 330.90 Lacs

9. PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure 2" to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Employees of the Company, will be provided on request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars mentioned in rule 5(2) of the said rule which is available for inspection by the Members at the Registered Office of the Company during the business hours on working days of the Company upto the date of ensuing Annual General Meeting. If any Member is interested in inspecting the same, such Member may write to the Company Secretary in advance.

10. DIRECTORS AND KEY MANAGERIAL  PERSONNEL

During the year, Mr. Avinash Vyas (DIN 06869633) and Mrs. Sujata Chattopadhyay (DIN 02336683) have been appointed as Additional (Independent) Directors of the Company with effect from November 14, 2014 and March 31, 2015 respectively, under the provisions of Section 161 of the Companies Act, 2013. In accordance with the requirements of Section 149 and 152 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, their continuation as Independent Directors on the Board of the Company will have to be approved by the Members of the Company. The Company has received Notices from shareholders under section 160(1) along with deposit of requisite amount proposing their appointment as Independent Directors for a consecutive term of 5 years from the date of their respective appointments as Additional directors Also, Mr. T. Sitharthan (DIN 07028265) has been appointed as Nominee Director, on the Board of the Company with effect from December 4, 2014, to represent the Life Insurance Corporation of India.

Mr. Kunnel Prem (DIN:06722302),resigned from the Board of Directors of the Company w.e.f from April 4, 2014 and the Members of the Board placed on record their appreciation for the valuable contribution made by Mr. Kunnel Prem during his tenure.

The Company has received declarations under sub-section (7) of Section 149 of Companies Act, 2013 from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock exchanges. The details of the proposal for appointment of Independent Directors is mentioned in the statement under Section 102 of the Companies Act, 2013, annexed to the Notice of the 25th Annual General Meeting of the Company.

The remaining two Directors namely Mr. Dinesh Nandwana and Dr. Nishikant Kishanrao Hayatnagarkar are Managing Director and Whole Time Director respectively. During the year, in 24th Annual General Meeting of the Company, Mr. Dinesh Nandwana was re-appointed as the Managing Director for a term of 5 years in pursuance of the provisions of Sections 196, 197, 203 of the Companies Act, 2013 and Rules made there under read with Schedule V to the Companies Act, 2013. Mr. Dinesh Nandwana(DIN: 00062532), Managing Director is liable  to retire by rotation in terms of sub-section (6) of section 152 of the Companies Act, 2013 and being eligible has offered himself for reappointment at the ensuing Annual General Meeting. Accordingly, his re-appointment forms part of the Notice of the ensuing Annual General Meeting.

The term of Office of Dr. Nishikant Hayatnagarkar expires on September 30, 2015 and hence, he has been proposed to be re-appointed as Whole-time Director for a further term of 5 years under the applicable provisions of the Companies Act, 2013 in the ensuing Annual General Meeting.

As per the information available with the Company, none of the Directors of the Company are disqualified for being appointed as a Directors as specified in Section 164(2) of the Companies Act, 2013.

11. FAMILIARIZATION PROGRAMME

The Company at its various meetings held during the Financial year 2014-15 had familiarize the Independent Directors with regard to the roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, the Business models of the Company etc. The Independent Directors have been provided with necessary documents, reports and internal policies to familiarize then with the Company's policies, procedures and practices.

Periodic presentations are made to the Board and Board Committee meeting on Business and performance updates of the Company, Business strategy and risks involved.

Quarterly updates on relevant statutory changes and judicial pronouncements and encompassing important amendments are briefed to the Directors

12. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS

During the year, eight Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

b. board evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out  an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors at their separate meeting held on August 6, 2014.

c. AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directors including Chairman. They possess sound knowledge on Accounts, Audit, Finance, Taxation, Internal Controls etc. The details of the Composition of the Audit Committee are given in the Corporate Governance Report.

The Company Secretary of the Company acts as Secretary of the Committee.

During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

d. NOMINATION AND REMUNERATION AND  COMPENSATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration and Compensation Committee to align with the requirements prescribed under the provisions of the Companies Act, 2013 and the revised Clause 49 of the Listing Agreement.

The details of the Composition of the Nomination and Remuneration and Compensation Committee are given in the Corporate Governance Report.

The Board has on the recommendation of the Nomination and Remuneration and Compensation Committee framed a Nomination and Remuneration Policy and Policy on fixation of criteria for selection and appointment of Directors and Senior Management Personnel. The same have been annexed herewith under "Annexure 3".

e. RISK MANAGEMENT

The Company has laid down the procedures to inform to the Board about the risk assessment and minimization procedures and the Board has formulated Risk management policy to ensure that the Board, its Audit Committee and its Executive Management should collectively identify the risks impacting the Company's business and document their process of risk identification, risk minimization, risk optimization as a part of a risk management policy/ strategy.

The common risks inter alia are: Regulations, Credit Risk, Foreign Exchange and Interest Risk, Competition, Business Risk, Technology Obsolescence, Investments, Retention of Talent and Expansion of Facilities etc. Business risk, inter-alia, further includes financial risk, political risk, legal risk, etc. The Board reviews the risk trend, exposure and potential impact analysis and prepares risk mitigation plans, if necessary.

Further, in accordance with Clause 49 of the Listing Agreement, a Risk Management Committee has also been formed which also oversees the Risk Management of the Company.

The details of the Composition of the Risk Management Committee are given in the Corporate Governance Report and a detailed note on risk management is given under Management Discussion and Analysis Report

f. CORPORATE SOCIAL RESPONSIBILITY  (CSR)

The Company is required to contribute towards CSR under Section 135 of the Companies Act, 2013 read with rules thereunder.

The Board of Directors of the Company has constituted a CSR Committee. The details of the Composition of the Corporate Social Responsibility Committee are given in the Corporate Governance Report.

The disclosures required to be given under Section 135 of Companies Act, 2013 read with Rule 8(1) of the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in "Annexure 4" forming part of this Report.

13. auditors and reports

The matters related to Auditors and their Reports are as under:

Statutory Auditor and their Report:

At the 24th Annual General Meeting held on September 30, 2014, M/s. S. K. Patodia & Associates, Chartered Accountant, were appointed as Statutory Auditors of the Company to hold office till the conclusion of next Annual General Meeting. In terms of the first proviso to section 139 of the Companies Act, 2013, the appointment of the Auditors is to be placed for ratification at every Annual General Meeting. Accordingly the appointment of M/s. S. K. Patodia & Associates, Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by the Shareholders. In this regard the Company has received a Certificate from the Auditors to the effect that if they are appointed it would be in accordance with the provision of section 141 of the Companies Act, 2013.

The Report given by the Statutory Auditors for the Financial Statements for the year ended March 31, 2015 read with explanatory notes thereon do not call for any explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.

Secretarial Auditor & his Report:

M/s. S. K. Jain & Co.,(Proprietor Dr. S. K. Jain) Practicing Company Secretary was appointed to conduct Secretarial Audit of the Company for the financial year 2014-15 as required under section 204 of the Companies Act, 2013 and the rules thereunder. The Secretarial Audit report for the financial year 2014-15 forms part of the annual report as "Annexure 5" to the Boards Report. The said report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134 (3) of the Companies Act, 2013.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per the provision of Section 177 (9) of the Companies Act, 2013, the Company is required to establish an effective Vigil Mechanism for Directors and Employees to report genuine concerns. In line with this the Company has framed

a Vigil Mechanism Policy through which the Directors and Employees may report concerns about unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct & Ethics without fear of reprisal. The Employees and Directors may report to the Compliance Officer and have direct access to the Chairman of the Audit Committee. The Whistle Blower Policy is placed on the website of the Company.

15. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a) No. of Complaints received: 1

b) No. of Complaints disposed off: 1

16. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY

No material changes and commitments affecting the Financial Position of the Company which have occurred between the end of the Financial year of the Company to which the Financial Statement relate and the date of this report.

17. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the Financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and hence, enclosing of Form AOC-2 is not required. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and  repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all Related Party Transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

18. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any loans and guarantees. Details of Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

19. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations.

Based on the report of Internal Audit function, corrective action are undertaken in the respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

20. EMPLOYEES STOCK OPTION SCHEME

The Company implemented the Employees Stock Option Scheme (''Scheme'') in accordance with the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines'). The Remuneration and Compensation Committee, constituted in accordance with the SEBI Guidelines, administers and monitors the Scheme. In 2014, with the implementation of the new SEBI (Share Based Employee Benefits) Regulations, 2014, the company aligned its ESOP scheme 2008 as per the requirements of the said regulations. Also, on May 23, 2014, the company vide a special resolution passed through Postal Ballot, adopted a new ESOP Scheme 2014 in pursuance of the said regulations. The

The Company has obtained a certificate from the Auditors of the Company that the Schemes have been implemented in accordance with the SEBI Regulations and the resolutions passed by the shareholders.

21. EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134 (3) (a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended March 31, 2015 made under the provisions of Section 92 (3) of the Act in Form MGT-9 is annexed herewith as "Annexure 6".

22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

No Significant and Material orders has been passed by Securities Exchange Board of India, Stock Exchanges, Tribunal or Courts.

23. HUMAN RESOURCES INDUSTRIAL  RELATIONS:

The company takes pride in the commitment, competence and dedication shown by its employees in all areas of Business.

The Company is committed to nurturing, enhancing and retaining top talent through superior Learning and Organizational Development. This is a part of Corporate HR function and is a critical pillar to support the Organisation's growth and its sustainability in the long run.

24. CAUTIONARY STATEMENT:

Statements in this Directors Report and Management Discussion and Analyses describing the Company's objectives, projections, estimates, expectations or predictions may be " forward looking statements" within the meaning of applicable  securities law and regulations. Actual results could defer materially from those expressed or implied. Important factors that could make difference to the Company's operations include changes in Government regulations, Tax regimes, Economic developments within India and the countries in which the Company conducts Business and other ancillary factors.

ACKNOWLEDGEMENT AND APPRECIATION

The Directors take this opportunity to thank Company's customers, shareholders, suppliers, bankers, Central and State Government for their consistent support to the Company. The Board also wishes to place on record their appreciation for the hard work, dedication and commitment of the employees at all levels. The enthusiasm and unstinting efforts of the employees have enabled the Company to grow in the competitive environment. The Board looks forward to their continued support and understanding in the years to come.

On behalf of the Board of Directors Sd/-

Dr. Nishikant Hayatnagakar

Whole-Time Director

(DIN:00062638)

Place: Mumbai,

Date: September 1, 2015