AGS Infotech Ltd Management Discussions

Your Companies Financial Statements are prepared in compliance with Companies act, 1956 and various other statutory & other regulations as applicable.

Discussion on Financial Performance:

the company made a turnover of Rs.3119.32 Lakhs during the year as against Rs. 2974.59 lakhs during the previous year registering growth of a 4.86%. The net profit of the company has increased from Rs.148.48 lakhs to Rs153.25 lakhs, registering growth of 3.21%.

A. Industry structure and developments

Changing economic and business conditions and rapid technological innovation are creating an increasingly competitive market environment that is driving corporations to transform their operations. Consumers of products and services are increasingly demanding accelerated delivery times and lower prices. Companies are focusing on their core competencies to adequately address these needs.

The Global and Indian economy in the previous year has seen a sharp decline in several sectors downfall of several large Financial Institutions, fall in stock Market and financial indices despite the meltdown in economy and recession your company outstood all these factors and marked a growth rate of in the profits even the year 2011 was reported to be a tough year.

The role of technology has evolved from supporting corporations, consumers to transforming them. The ability to design, develop, implement, maintain core competitive advantage in this advanced technology scenario the corporations across globe are striving for dynamics in technology.

India being one of the preferred destinations for IT and IT enabled services for foreign clients because of the Indian factors like high quality delivery, significant cost benefits, abundant skilled resources.

Operational Performance:

The management & its team has reoriented its strategies in the line of business and has inducted new directors on the board with talent and good contacts in the industry further the dynamics of IT Sector would be adopted to your company by the newly inducted Managing Director.

Forward Looking Statement:

Your Company is positive of procuring big software projects in near future from highly reputed firms and the positive growth of Software industry and locational advantage i.e situation of Corporate office at Bangalore. Further the boom in the economy and GDP growth etc all these factors indicate the Growth prospects of your company. Further the management proposes to diversify in to non-conventional energy sectors.

Financials:

The Table below depicts the Comparative figures on the performance of the Company for the current financial year along with the previous year. (Rs. in Lakhs)

Internal Control Systems:

AGS has put in place a strong internal control system through Audits. The Company has an independent Audit committee, which plays a strong oversight role. For more information on the functions of the Audit committee on internal control systems, please refer to the Chapter on Corporate Governance in this annual report.

Cautionary Statement:

Statement in this Management Discussion and Analysis describing the companys expectations may be forward looking statements within the meaning of applicable laws and regulations. Actual results might differ substantially or materially from those expressed or implied. Important developments that could affect the companys operations include a downtrend in IT & software industry- global or domestic or both, significant changes in political and economic environment in India or key markets abroad, tax laws, litigation, exchange rate fluctuations, interest and other costs. AGS undertakes no obligation to publicly update these forward-looking statements to reflect subsequent events or circumstances.

MANAGING DIRECTOR AND DIRECTOR CERTIFICATION.

We, M Manivannan, Managing Director and G Dhananjaya Reddy, Director of AGS Infotech Limited, to the best of our knowledge and belief, certify that;

1. We have reviewed the balance sheet and profit & loss account and all its schedules and notes on accounts, as well as the cash flow statement and the directors report;

2. Based on our knowledge and information, these statement do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statement were made, not misleading with respect to the statements made;

3. Based on our knowledge and information, the financial statements, and other financial information included in this report, present in all material respects, a true and fair view of, the companys affairs, the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report, and are incompliance with the existing accounting standards and/or applicable laws and regulations;

4. To the best of our knowledge and belief, no transactions entered into by the company during the year are fraudulent, illegal or violative of the companys code of conduct;

5. We are responsible for establishing and maintaining disclosure controls and procedures and internal controls over financial reporting for the company, and we have;

a. designed such disclosure controls and procedures to ensure that material information relating of the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the companys disclosure, controls and procedures. And

d. disclosed in this report any change in the companys internal control over financial reporting that occurred during the companys most recent fiscal year that has materially affected, or is reasonably likely to materially affect, the companys internal control over financial reporting;

6. We have disclosed based on our most recent evaluation, wherever applicable, to the companys auditors and the audit committee of the companys Board of Directors (and persons performing the equivalent functions) a) all deficiencies in the design or operation of internal controls, which could adversely affect the companys ability to record, process, summarize and report financial data, and have identified for the companys auditors, any material weaknesses in internal controls over financial reporting including any corrective actions with regard to deficiencies; b) significant changes in internal controls during the year covered by this report; c) all significant changes in accounting policies during the year, if any, and that the same have been disclosed in the notes to the financial statements, d) instances of significant fraud of which we are aware, that involves management or other employees who have a significant role in the companys internal controls system;

7. In the event of any materially significant misstatements or omissions, we will return to the company that part of any bonus or incentive or equity-based compensation, which was inflated on account of such errors, as decided by the audit committee;

8. We affirm that we have not denied any personnel, access to the audit committee of the company (in respect of matters involving alleged misconduct) and we have provided protection to whistle blowers from unfair termination and other unfair or prejudicial employment practices; and

9. We further declare that all board members and senior managerial personnel have affirmed compliance with the code of conduct for the current year.