TELESYS INFO INFRA (INDIA) LIMITED

 DIRECTORS REPORT

Your Directors are happy to present the 21st Annual Report of your company together with the Audited Accounts of the Company for the financial year ended 31st March 2013.

FINANCIAL HIGHLIGHTS:

During the year under review, the company has earned a Net Profit of Rs.1,105,522/- as against a Net Loss Rs. 3,914,125/- during the previous year. The financial results of the company compared to the previous year are summarized as under:

(Rs.)

EPS Basic & Diluted (Rs.)                                                                       0.05                            (0.17)                             

Weighted Average No. of shares                                                               23,235,250                    23,235,250                       

 MATERIAL CHANGES AND COMMITMENTS:

There have been no material changes & Commitments, which have occurred between the end of the financial year of the company to which the balance sheet relates and the date of the report affecting the financial position of the company. 

DIVIDEND:

Your directors do not recommend any dividend during this year.  

 DEPOSITS AND LOANS/ ADVANCES:

The Company has not accepted any public deposits during the financial year.

 MANAGEMENT DISCUSSION AND ANALYSIS

a) Economic Overview:

There was a global economic slowdown in general during this year. The Market condition were difficult. Due to economic conditions the main focus of the company was on conserving cost and creating efficiencies thereby enhancing value.

b)  Industry Structure, Development and Outlook

The general recession in the growth in Software Services sector continued during this year also. The management has started commencing the business in areas of Infrastructures Development, Power sector etc. to improve the performance of the company and in turn enhance shareholders value.

c) Business performance

During the year under review, the company has earned a net profit of RS: 1,105,522/- as against previous year  Net loss of  Rs. (3,914,125/-). Your directors are hopeful that the business will be improved in the coming years.

d)  Segment Reporting

The company has two segments i.e. Software development & sales in India and infrastructure, real estate and allied activities. The company is concentrating more activities in its new object of Infrastructure business activities in the coming years. The company is disclosing segment wise report as per Listing Agreement wherever required.

e) Internal Control System and its adequacy

The system of internal control has been established to provide reasonable assurance of safeguarding assets and maintenance of proper Accounting records and its accuracy. The business risks and its control procedures are reviewed frequently. Systems audit is also conducted regularly to review the systems with respect to Security and its Adequacy. Reports are prepared and circulated to Senior Management and action taken to strengthen controls where necessary.

f) Risk Management

Risk evaluation and management is an ongoing process in the company.

g) Human resources and Industrial relations

Your company continues to have cordial relations with its employees.   DIRECTORS

Shri .Thavachithan Vaithylingam Palaniswamy and Mr.Pandian Kashi , Directors of the company retires by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themselves for reappointment.

AUDITORS:

M/s. Venkat & Rangaa, Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting of the Company and being eligible offer themselves for reappointment. A written certificate pursuant to section 224(1B) has been obtained that their appointment if made will be within the limits specified therein. The Audit Committee in its meeting have recommended the reappointment of the Auditors.

AUDITORS REPORT:

There are no reservations, qualifications or adverse remarks contained in the Auditors Report.

CORPORATE GOVERNANCE:

Your Company has always striven to incorporate appropriate standards for good corporate governance. The company’s philosophy of Corporate Governance is aimed at exhibiting maximum transparency to the investors by providing them with more information. This is done not only with the information that are to be revealed under mandatory provisions but also with those information which according to the Management and the Board are relevant to the investors and other Statutory Authorities to whom these Reports are addressed to. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed are complied with.

A separate report on Corporate Governance is attached and form part of the Annual Report of the Company.

The Auditors of the Company have certified that conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement are complied with by the Company and their Certificate is annexed to the Report on Corporate Governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information regarding conservation of energy and technology absorption as required under Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to your company. There were no foreign exchange earnings and outgo during the financial year.

PARTICULARS OF EMLPOYEES U/S 217(2A) OF THE ACT:

None of the employees have received remuneration in excess of the sum prescribed u/s 217(2A) of the Companies Act, 1956.

GOING CONCERN:

The Directors consider on the basis of current financial results, future projections and infrastructure available that the company has adequate resources to continue the operational existence in the foreseeable accounts and therefore, the accounts have been prepared on a going concern basis.

 DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby declare:-

(i)     that in preparation of accounts, applicable accounting standards have been followed or where departure has been made, explanation relating to material departures;

(ii)    that directors have selected such accounting policies and applied them and made judgments and estimates that are reasonable and prudent to give a true and fair view of state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

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

(iv) that the directors had prepared Annual Accounts on a Going Concern basis.

COMPANY SECRETARY:

The appointment of Whole time Company Secretary is under consideration of the Company. The company has been availing services of practicing company secretary from time to time to ensure compliance of the provisions of the applicable acts and statutes. Also the Annual Return of the Company is being certified by practicing company secretary from year to year and the company is also taking certifications from them for Stock Exchange Compliances.

CAUTIONARY STATEMENT:

Statements in the Management discussion and analysis describing the company’s objectives, projections, estimates and expectations may be “forward looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the company’s operations include economic conditions affecting demand/supply and prices conditions in the domestic and overseas markets in which the company operates/ going to operate, changes in government regulations, tax laws and other statutes and other incidental factors.   ACKNOWLEDGEMENT

Your directors wish to place on record their deep appreciation of the dedication and commitment of employees to the growth of your company during the year. Your directors also express their sincere gratitude to the bankers, consultants, customers, Auditors and the shareholders for their continued patronage and cooperation.

                        FOR AND ON BEHALF OF THE BOARD

                                                              Sd/-                          Sd/-

                                                                               (Heerachand Surana)           (Y. Sathyakumar)

                                                                   Chairman & Director         Whole time Director             

Date: 20-08-2013

      Place: Chennai

STATEMENT AND REPORTS ON CORPORATE GOVERNANCE

A.     MANDATORY REPORTS ON CORPORATE GOVERNANCE

I.       Company’s Philosophy on Corporate Governance:

Your Company has always striven to incorporate appropriate standards for good corporate governance. The company’s philosophy of Corporate Governance is aimed at exhibiting maximum transparency to the investors by providing them with more information. This is done not only with the information that are to be revealed under mandatory provisions but also with those information which according to the Management and the Board are relevant to the investors and other Statutory Authorities to whom these Reports are addressed to. It has taken adequate steps to ensure that all mandatory provisions of corporate governance as prescribed under the amended listing agreements of the stock exchanges, with which the company is listed are complied with.

II.     Board of Directors :

Composition and Category

The Board has 6 Directors, comprising of Two Executive Directors and Four Non-Executive Independent Directors as on 31st March, 2013.   The Executive Directors are involved in the day to day management of the Company and non-executive including the independent directors bring external and wider perspective and independence to the decision making. The composition of the Board of Directors with reference to number of Executive and Non-Executive Directors generally met with the requirements of Clause 49(1)(A) of the Listing Agreement.

None of the directors is a member in more than 10 committees or acting as a Chairman of more than five committees across all companies in which they are directors.

The composition of the Board of Directors, the number of other Directorship and Committee positions held by the Director, of which the Director is a member/ Chairman as on March 31, 2013 are as under:

III. Board Agenda :

Meetings are governed by a structured Agenda and a Board member may bring up any matter for consideration of the meeting in consultation with the Chairman. Agenda papers are generally circulated to the Board members at least 4-5 working days in advance. An indicative list of the information usually placed before the Board is as under:

• Annual Budgets and updates thereon.

• Capital expenditure proposals if any and review of their implementation.

• Quarterly, Half yearly and Annual Results.

• Business performance and steps for improvement.

• Legal proceedings involving the Company.

• Minutes of meetings of Audit Committee, Remuneration Committee and Shareholders Committee.

• Materially important show cause notices, non-compliances, if any, etc.

• Other relevant information pertaining to the Company including information detailed in Clause 49 of the Listing Agreement.

IV.  Board Meetings :

During the financial year ended 31st March, 2013 Nine[9]  Board meetings were held i.e. on 2nd April 2012, 30th April 2012,  4th June 2012, 30th  June, 2012, 31st  July 2012, 30th August 2012, 26th   October, 2012, 11th January, 2013 and 29th March 2013.  The gap between two Board meetings did not exceed four months.

V.     Committees of the Board

The Board of Directors has constituted 3[Three] Committees of the Board viz.

_ Audit Committee

_ Remuneration Committee

_ Shareholders Committee and

The Board determines the terms of reference of these Committees from time to time. Meetings of these Committees are convened by the respective Committee Chairman. At each Board Meeting, minutes of these Committees are placed before the Directors for their perusal and noting.

a)      AUDIT COMMITTEE :

The Audit Committee of the Board of Directors of the Company, inter-alia, provides assurance to the Board on the adequacy of the internal control systems and financial disclosures.

TERMS OF REFERENCE:

The terms of Reference of the Audit Committee are wide enough to cover the matters specified for Audit Committees under Clause 49 of the Listing Agreements as well as in Section 292A of the Companies Act, 1956 and inter-alia includes: 

1.  Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees and for approval of payment to statutory auditors for any other services rendered by the statutory auditors.

3. Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the 

Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.

b. Any Changes in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management

and significant adjustments made in the financial statements arising out of audit findings.

d. The Going concern assumption.

e. Compliance with accounting standards.

e. Compliance with listing and other legal requirements relating to financial statements

f. Disclosure of any related party transactions i.e. transaction of the company of material nature with promoters of the management and their subsidiaries or relatives etc. that may have potential conflict with the interest of the company at large.

g. Qualifications in the draft audit report.

4. Reviewing, with the management, the quarterly financial statements before submission to the board for approval, performance of statutory and internal auditors, the structure and adequacy of the internal control systems.

5. Reviewing adequacy of the internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit and discussing with internal auditors any significant findings and follow up there on.

6. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

7. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

8. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividends) and creditors.

9.  Reviewing the Company’s financial and risk management policies.

10. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

The Audit Committee, inter alia, reviews the following information:

1.       Management discussion and analysis of financial condition and results of operations;

2.       Statement of significant related party transactions (as defined by the audit committee), submitted by management;

3.       Management letters / letters of internal control weaknesses issued by the statutory auditors;

4.       Internal audit reports relating to internal control weaknesses; and

5.       The appointment, removal and terms of remuneration of the Chief internal auditor.

In fulfilling the above role the Audit Committee has powers to investigate any activity within its terms of reference, to seek information from employees and to obtain outside legal and professional advice.

The Audit Committee while reviewing the Annual Financial Statements also reviews the applicability of various Accounting Standards (AS) issued by the Institute of Chartered Accountants of India. Compliance of the ‘AS’ as applicable to the Company has been ensured in the financial statements for the year ended March 31, 2013.

Constitution:

The Audit Committee comprises of three directors of whom two are Non-Executive Independent Directors and one is Executive Director. The Audit Committee is constituted in accordance with the provisions of Clause 49(IIA) of the Listing Agreement and Section 292A of the Companies Act, 1956. All these directors possess requisite knowledge of Accounts, finance and applicable laws. One of the members acts as Chairman of the Committee Meetings. The Auditors are also invited to the Meetings wherever required. The quorum for the Audit Committee Meetings is two members. The Minutes of the Audit Committee Meetings are noted by the Board of Directors at the subsequent Board Meeting.

The composition of the Audit Committee is as follows as on 31st March 2013:

1.  Chockalingam Rajasekaran Subramanian -Chairman

2.  Thavachithan Vaithylingam Palaniswamy

3.  Y. Sathyakumar

Meetings and Attendance:

The Audit Committee met 4 (four) times during the year ended 31st March, 2013 i.e. on

30th April, 2012, 31st July, 2012, 26th October, 2012 and 11th January, 2013.

The gap between two meetings did not exceed four months. The Audit Committee also met prior to finalization of accounts for the year ended 31st March, 2013. And all the committee members have attended all the four meetings.

The then Chairman of the Audit Committee was present at the last Annual General Meeting of the Company to answer the Shareholders queries.

b)      REMUNERATION COMMITTEE :

TERMS OF REFERENCE AND REMUNERATION POLICY:

The Remuneration Committee has been constituted to recommend and review the remuneration packages of the Managing Director, Whole time Directors and to formulate a broad policy for management remuneration. The remuneration policy as outlined by the committee aims at recognizing and rewarding performances and achievements, while fixing the remuneration of Directors their contribution by way of their professional approach. This policy is in tune with national and international practices.

Constitution:

The Remuneration Committee comprises of three directors all of whom are Non-Executive Independent Directors. The Chairman of the Remuneration Committee is a Non-Executive Independent Director nominated by the Board.

The Committee consists of 3 (three) Directors:

1.       Thavachithan Vaithylingam Palaniswamy -Chairman

2.       Pandian Kashi

3.       Chockalingam Rajasekaran Subramanian.

Meetings and Attendance:

The Remuneration Committee met once during the year i.e. on

26th October, 2012.

All the directors have attended the meeting.

No Remuneration or Sitting fees has been paid to the Directors of the Company including the Whole time Director.

The Shareholdings of directors in the Company as on 31st March, 2013 are:

Heerachand Surana: 725000 Equity Shares

Y. Sathyakumar: 100 Equity Shares

Thavachithan Vaithylingam Palaniswamy: 100 Equity Shares

Pandian Kashi: 100 Equity Shares

Rajendhiran Jayaram: 100 Equity Shares

Chockalingam Rajasekaran Subramanian: 100 Shares

c) SHAREHOLDERS COMMITTEE:

The Board of Directors have constituted a Committee of Directors which functions as Shareholders/ Investors Grievance Committee, consisting of three Directors all of whom are Non-Executive Independent directors, Chaired by a Non-Executive Independent Director.

Role:

The terms of reference of the Shareholders Committee are as under:

1. To specifically look into the redressal of Shareholders Grievances pertaining to :

_ Transfer/ transmission/ transposition of shares.

_ Consolidation/splitting of shares/ folios.

_ Issue of share certificates for lost, subdivided, consolidated, rematerialized, defaced etc.

_ Dematerialization of shares.

_ Recommend measures to improve the level of investor services.

The company and the Registrar and Share Transfer Agents Cameo Corporate Services Limited attend to all grievances of the shareholders and investors received directly or through SEBI, Stock Exchanges, Ministry of Corporate Affairs, and Registrar of Companies etc. Continuous efforts are made to ensure that grievances are more expeditiously redressed to the complete satisfaction of the investors. The Minutes of the Shareholders committee are noted by the Board of Directors at their meetings.

Constitution:

The Committee consists of 3 (three) directors:

 Pandian Kashi-chairman Thavachithan Vaithylingam Palaniswamy Chockalingam Rajasekaran Subramanian.

Meetings and Attendance:

The Shareholders Committee met 4 (four) times during the year i.e. on

30th April, 2012, 31st July, 2012, 26th October, 2012 and 11th January, 2013.

All the directors have attended all the four meetings.

NAME AND DESIGNATION OF THE COMPLIANCE OFFICER:

SHRI Y. SATHYAKUMAR, DIRECTOR

Tel No. : 044 – 24662518

Fax No. : 044 – 42312518

Email ID : telesyss@yahoo.com

VI.              GENERAL BODY MEETINGS :

Location and time, where last three Annual General Meetings were held is given below:

VII.           SUBSIDIARIES : NIL

VIII.        CODE OF CONDUCT:

The Board of Directors has adopted the Code of Business Conduct and Ethics for Directors and Senior Management. The said code has been communicated to the Directors and members of the Senior Management and they have affirmed compliance with the same.  

IX.              PREVENTION OF INSIDER TRADING :

The Company has framed a Code of Conduct for prevention of Insider Trading based on SEBI (Insider Trading) Regulations, 1992 as amended from time to time. This code is applicable to all Directors/Officers/Designated Employees. The code ensures the prevention of dealing in company’s shares by persons having access to unpublished price sensitive information.

X.                 DISCLOSURES :

There are no materially significant transactions made by the company with its promoters, the directors or the management, their subsidiaries or relatives etc. which require separate disclosure. In the preparation of the financial statements, the Company has followed the Accounting Standards referred to in Section 211(3C) of the Companies Act, 1956. The trading in securities of the Company was suspended by BSE from 31st December, 2007 on account of some non-compliances of listing agreement clauses. However, the company complied with all the provisions of the listing agreement up to date. The suspension of trading is not revoked by the BSE till date.  The Company has complied with the mandatory requirements relating to strengthening the responsibilities of Audit Committee, improving the quality of financial disclosures, including related party transactions and periodical review by the Board and its constituted committees. The Company has adopted the non-mandatory requirements with regard to setting up of a remuneration committee.

MEANS OF COMMUNICATION :

(i)                   The Board of Directors of the company approves and takes on record the quarterly and yearly financial results in the proforma prescribed by Clause 41 of the Listing Agreement within one month of the close of the respective period.

(ii)                 The approved financial results are forthwith sent to the listed stock Exchanges.

(iii)                 Management Discussion and Analysis forms part of the Annual Report, which is posted to the shareholders of the company.

(iv)               The Company has not made presentations to Institutional Investors or to Analysts.

(v)                 Company’s Email ID: telesyss@yahoo.com

.

XI.              GENERAL SHAREHOLDERS INFORMATION :

Registered Office : New No. 72, Old No. 33, First Floor, Giri Road, T. Nagar,

                              Chennai – 600 017. (w.e.f. 03.07.2008)

Number of AGM  : 21st AGM

Date                      : 30th SEPTEMBER, 2013

Day                       : FRIDAY

Time                     : 9.30 A.M.

Venue                   : Nalvar Thirumana Maaligai, 136 (48) SRP. Koil Street, Agaram,

                               Chennai – 600 082

Financial year        : 1ST April, 2012 to 31st March, 2013

Book Closure date: 24th SEPTEMBER, 2012 TO 30th SEPTEMBER, 2013 (BOTH DAYS 

                                 INCLUSIVE)

Dividend payment: Not Applicable

LISTING ON STOCK EXCHANGES:

The Bombay Stock Exchange Limited, Mumbai.

LISTING FEES : The company has paid listing fees upto the financial year 2013-2014.

REGISTRAR AND TRANSFER AGENTS:

CAMEO CORPORATE SERVICES LIMITED,

#1, SUBRAMANIAM BUILDING,

CLUB HOUSE ROAD,

MOUNT ROAD,

CHENNAI – 600 002.

SHARE TRANSFER SYSTEM:

The share transfers in physical form are processed and the share certificates returned within a period of 10 to 15 days from the date of receipt by the Registrar and Transfer Agent so long as the documents have been clear in all respects. In case of shares in electronic form, the transfers are processed by NSDL/ CDSL through respective Depository participants. The company as per SEBI Guidelines offers the facility of transfer cum demat. There are no pending share transfers and requests for demat as on 31st March, 2013. In compliance with the Listing Agreement with the Stock Exchanges, a Practicing Company Secretary carries out an Audit of the System of Transfer and a certificate to that effect is issued.

SHARE PRICES:

Stock Code: 532315

Market Price Data:

High, low (based on the closing prices) and number of shares traded during each month in the financial year 2012-2013 on the Bombay Stock Exchange Limited and Performance of Share Price of the Company in Comparison to the BSE Sensex is not available as the trading in securities of the Company was suspended by BSE from 31st December, 2007.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report is included in the Directors Report and forms part of the Annual Report.

XII.           COMPLIANCE CERTIFICATE OF THE AUDITORS :

The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges and the same is annexed to the Directors Report and Management Discussion and Analysis. The certificate from the Statutory Auditors will be sent to the listed Stock Exchanges along with the Annual Reports of the Company.

XIII.        CHIEF EXECUTIVE OFFICER CERTIFICATE :

The Chief Executive Officer have certified to the Board as required under Clause 49(v) of the Listing Agreement and the same is annexed to and forms part of this report.

SHARE HOLDING PATTERN AS ON 31ST MARCH, 2013

DISTRIBUTION SCHEDULE AS ON 31.03.2013

Dematerialization of Shares and Liquidity:

The company’s shares are available for trading on both the depositories in India viz., National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on 31st March, 2013 the details of shares in demat mode and in physical mode are as under :

No. of shares in Physical mode                        : 15172210

No. of shares in dematerialized mode CDSL : 2686103

                                                                 NSDL : 5376937

Under the Depository system the International Securities Identification Number (ISIN) allotted to the Company’s Shares is INE042B01012

Outstanding GDRs/ADRs/ Warrants: Nil

SECRETARIAL AUDIT FOR RECONCILIATION OF CAPITAL:

As stipulated by SEBI, a qualified practicing Company Secretary carries out Secretarial Audit to reconcile the total admitted capital with National Securities Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. This Audit is carried out every quarter and the report thereon is submitted to the Listed Stock Exchanges. The audit confirms that the total listed and paid up capital is in agreement with the aggregate of the total number of shares in dematerialized form (held with NSDL and CDSL) and total number of shares in physical form.

Company Registration details

The Company is registered in the State of Tamilnadu. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L74999TN1992PLC023621.

Address for Correspondence :

Regd. Office:

New No. 72, Old No. 33,

First Floor, Giri Road,

T. Nagar,

Chennai – 600 017.

Registrar And Transfer Agents:

Cameo Corporate Services Limited,

#1, Subramaniam Building,

Club House Road, Mount Road,

 Chennai – 600 002.

In terms of Clause 47(f) of the Listing Agreement of Stock Exchanges, investors may please use the following exclusive e-mail id for redressal of Investor requests/complaints:-

E-mail                                      :           investorcomplaintstelesys@yahoo.com.

.

Factory Location          : Nil

FOR AND ON BEHALF OF THE BOARD

       Sd/-                          Sd/-

(Heerachand Surana)     (Y. Sathyakumar)

Chairman &  Director  Whole time Director              

Date : 20-08-2013

      Place: Chennai

DECLARATION REGARDING COMPLIANCES BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH COMPANY’S CODE OF CONDUCT

This is to confirm that the Company has adopted a code of conduct for the members of the Board and Senior Management Personnel. I confirm that the company has, in respect of the financial year ended 31st March, 2013, received from the members of the Board and Senior Management Team of the Company, a declaration of compliance with the code of conduct as applicable to them.

Sd/-

Y. Sathyakumar

Whole time Director

Place : Chennai

Date : 20-08-2013

AUDITORS CERTIFICATE REGARDING COMPLIANCE WITH CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT

REGISTRATION NO. OF THE COMPANY : 18-023621

NOMINAL CAPITAL : RS. 25,00,00,000/-

TO

THE MEMBERS OF TELESYS INFO INFRA (INDIA) LIMITED

CHENNAI

We have examined all the relevant records of M/s. TELESYS INFO INFRA (INDIA) LIMITED for the purpose of certifying compliance of the conditions of Corporate Governance under Clause 49 of the Listing Agreement with BSE for the financial year ended on 31st March, 2013. We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of certification.

The compliance of conditions of corporate governance is the responsibility of the management. Our examination was limited to a review of the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. This certificate is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the company.

In our opinion and to the best of our information and according to the explanations given to us and the representations made by the Directors and the management, we certify that the company has complied with the applicable mandatory conditions of Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement and the company has adopted the non-mandatory requirements with regard to setting up of a remuneration committee.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we have to state that the Registrar and Share Transfer Agents of the Company have maintained records to show Investors’ Grievances against the Company and have certified that as on 31st March, 2012 there were no investor grievances remaining unattended / pending for a period exceeding one month.

For M/s. Venkat & Rangaa, Chartered Accountants

Sd/-

(S. Mohanrajan)

Partner

Membership No. 206393

Date : 20-08-2013

Place : Chennai

CERTIFICATION BY CEO/CFOs issued pursuant to revised Clause 49 of the Listing Agreement.

The Board of Directors

TELESYS INFO INFRA (INDIA) LIMITED

CHENNAI.

Re : Financial Statements for the year 2011 – 12 - Certification by CEO

I, Y. Sathyakumar, Whole time Director of M/s. TELESYS INFO INFRA (INDIA) LIMITED, CHENNAI on the basis of review of the financial statements and the Cash Flow Statement for the financial year ending 31st March, 2013 and to the best of my knowledge and belief, hereby certify that :

1. These statements do not contain any materially untrue statements or omit any material fact or contains statements that might be misleading.

2. These statements together present a true and fair view of the Company's affairs and are in compliance with existing accounting standards, applicable laws and regulations.

3. There are, to the best of our knowledge and belief, no transaction entered into by the Company   during the year ended 31st March, 2013 which are fraudulent, illegal or violative of the Company's Code of Conduct.

4. Based on my observance and on the basis of submission received through sub-certification process, I certify that internal controls for financial reporting are established, maintained and are effective considering the nature and size of the business. Further, no deficiencies have been observed in design or operation of such internal controls for the period covered by this report.

5. We further certify that :

(a) There have been no significant changes in internal control during this year.

(b) There have been no significant changes in accounting policies during this year.

(c) There have been no instances of significant fraud of which we have become aware and the involvement therein, of management or an employee having significant role in the Company's internal control systems.

Sd/-

(Signature of the Certifying Authority)

Y. Sathyakumar

(Whole time Director)            

Date :  20-08-2013

Place :  Chennai