OnMobile Global Limited is India’s largest value-added service (VAS) company.[2][3][4] The company offers contest management, content aggregation and distribution, voice short codes, mCommerce solutions, missed call alerts, multimedia push services, mobile advertising, mobile search, ringtones, ringback tones, personalized music greetings, mobile media portals, phone backup, voiceportals, and voice SMS. OnMobile is headquartered in Bangalore, India where it has an R&D and network operations center. OnMobile also has offices in Delhi, Mumbai, Dhaka, Jakarta, Kuala Lumpur, London, Paris, Seattle, Singapore and Sydney. Originally incorporated in September 2000 in California under the name Onscan Technologies India Private Limited as a spin off from Infosys, the company relocated to India.[5][6][7] The company changed its name to OnMobile Asia Pacific Private Limited in April 2001 and finally to its current name in August 2007.[7] OnMobile became the first Indian telecom VAS company to go public when it was listed on the Bombay Stock Exchange and the National Stock Exchange of India on February 19, 2008.[8]

1. OnMobile Global Limited • Annual Report 2007 - 08

2. 01 Not Just Hello...
08 Message from the Chairman
10 Company Snapshot
12 Financial Snapshot
14 The MVAS Ecosystem
15 Board of Directors
16 Corporate Information
17 Our Leadership Team
19 CEO and CFO Certificate
20 Report on Corporate Governance and Shareholder Information
Contents
33 Directors’ Report
44 Management Discussion & Analysis
49 Report of the Auditors
52 Financial Statements
74 Balance Sheet Abstract
75 Report of the Auditors on Consolidated Financial Statements
76 Consolidated Financial Statements
95 Statement Regarding Subsidiary Companies
96 Notice

3. The mobile is an integral part of our lives today. The
mobile is the only computer most people will ever have,
which allows you to talk, interact, engage in commerce
and do much more. At OnMobile, we enrich, empower
and enhance your life through this mobile interactivity, by
enabling you to use the mobile beyond just talk - Not just
hello...
Enriching lives by making technology really simple to use -
choose the ringtone that identifies you, from over millions
of songs or get ball-by-ball multi-media updates of your
favourite cricket matches.
Empowering lives by ensuring that you are in control -
buy movie tickets, vote for your favourite contestant on a
TV program, get the best shopping deals or get the best
prices for your commodity.
Enhancing lives through innovations, be it caller ringback
tones, searching for and listening to your favourite songs
on demand or safely backing up your precious pictures on
the network.
Such has been the power of this idea that the business
size has become over $ 2 billion dollars, in India, in less
than 8 years.
And this is just the beginning. We are just beginning to
know you. As billions of people are starting to use the
mobile, the opportunities to empower, enrich and
enhance are limitless. As we begin to offer our services in
more and more countries across the world, more lives
will be touched in more ways than one.
Welcome to the business of touching lives, touching
you.

4. Last ball, Rajasthan Royals need one run to win.
Will Balaji get him? Dhoni has everyone
up! Oh this is so exciting…Balaji comes,
Sohail swings, and hard and….Rajasthan
Royals are the IPL 20-20 champions! This
is sensational stuff! This is awesome!
2

5. Last
ball
Royals
Now consider this update on your phone.
'Rajasthan Royals won the IPL 20-20 on the last ball. ' How boring!
Ask any cricket enthusiast about the delight of listening to cricket commentary when on the move. You cannot replace
it. And now you can hear this on your mobile. Because your mobile is not just to make calls. The youth today are using
it to date and to chat. Others turn to the mobile for songs, news alerts, cricket updates and more.
And leading this revolution of bringing life to your lives is OnMobile. Ring tone and caller ringback tones are a way of life
now. But that's not all. By combining SMS, IVR with speech recognition and WAP technologies, ensuring multilingual
support and offering services over GSM as well as CDMA, OnMobile ensures a rich and delightful user experience,
making services more relevant and easy to use.
Over a million songs are searched and accessed every day, across the globe. In Trichy, call and you will be greeted in
Tamil. You can also download songs, hear horoscopes, get updates on matches, weather and news in Tamil. Local
language. Local flavour. On your mobile. In Malay in Malaysia, in Mandarin in Singapore.
What began as a fun activity has now become a habit.
OnMobile is enriching millions of lives each moment, every moment.
awesome
win
3

6. and aaya
mera gana pas
Agar aapko
toh mu
jhe jitan
e ke liye
, SMS …
aur
bh e
jiye
ya
4
505
ph 262
ir 60
ph 1p
ar
on
e
ki j
iye
50
54
64
6
01
.

7. vote
dial
kijiye
sms
karen
And the winner is ..!
You picked your choice. You decided the winner. It's the power of you. This is true
empowerment.
Reality shows rule the roost today in the entertainment world. And mobile phones have become
tools of empowerment. Some of the biggest shows on Indian television - KBC, Indian Idol, Fame
Gurukul, Kya Aap Panchvi Paas Se Tez Hain, Dus Ka Dum and many, many more - are successful
because of you, and because of the mobile. Imagine any of these without the power to vote or
participate!
And this empowerment is not restricted to reality shows. By leveraging Voice, DTMF, WAP and
SMS interaction modes, OnMobile has reinvented the way M-Commerce transactions are done.
A farmer gets prices from the mandi directly on his mobile. A moviegoer finds the availability of
tickets and books them from his phone. Paying utility bills. Booking airline and railway tickets. The
mobile revolution is on. Shopping, commerce, matrimonial services.
On mobile, thanks to OnMobile.
Empowering you.
5

8. You're beautiful. You're beautiful.
You're beautiful. It's true.
('You're beautiful' by James Blunt)
6

9. You're
beautiful
Tring Tring is passé.
These days, people call and hope that the other person does not answer. That's because when you call
now, there is lovely music playing or a score update informing you about the latest India-Australia
ODI, instead of the classic tring, tring.
OnMobile's innovations have taken the mobile to another league all together. M-Search is one such
innovation. Search for Jodhaa Akbar. Search for Madonna's Hard Candy. And it's intelligent searching.
You don't need to enter Mission Impossible (MI). MI will get you the result equally efficiently. You
make a spelling mistake and we will ignore it. To facilitate a voice search, we have in-built voice
modulation and filters to recognize different accents and tones and by-pass pronunciation errors. And
you can search across platforms, SMS, Voice or WAP. Across 10 languages. And more.
Our Phone Backup facility allows you to safely copy and store in the network all your personal data
including pictures, contacts, messages and applications stored in the phone.
Apart from having a portal and customer care interface, Phone Backup allows for automatic backup
and can be upgraded with new formats.
OnMobile is enhancing your lives in many such ways.
Expect more from us.
by
James
Blunt
7

10. Message from the Chairman
To all OnMobile stakeholders and loyal investors,
This is our first annual report as a listed company,
and we welcome our entire base of shareholders,
new investors and stakeholders to the exciting
world of Mobile Value Added Services (MVAS). This
sunrise industry has emerged from a small fledgling
sector back in 2001 when OnMobile started
operations in India, to an industry which is estimated
to exceed Rs. 8,000 crores in 08-09! This is as
exciting as the start of the internet saga in the late
90s, when global companies such as Yahoo, Amazon,
eBay emerged and changed the way in which
consumers worldwide interacted with, and
leveraged the capabilities of the internet.
8

11. We fully intend to play a similar role daily on high scale operations and
in shaping and leading the MVAS planning the future to maintain the
industry as it gains momentum with growth potential of this industry.
customers in India, and in new
In the past 12 months, we have
consumer markets around the
acquired two French companies,
globe. The mobile phone is fast
which give us access to cutting edge
becoming the interactive channel of
MVAS products and new data
choice for billions of consumers
services platform technology. We
worldwide. Our mission is to
are excited about leveraging our
innovate and launch new services
Indian cost structure and software
which allow consumers to change
skills to build out the full global
the way they live and interact, via
potential of these acquisitions.
mobile phones.
Our zeal to excel in product
Our recent IPO in February 2008
innovation, customer thought
sailed through despite most
leadership, intelligent M&A and
challenging market conditions, and
financial performance remains intact
has provided us a strong platform
after all these years. OurVision 2010
with which we will expand in and
program, to become one of the
outside India, organically and
leaders in the global MVAS industry
inorganically. We are actively
is under implementation.
pursuing both these growth
On behalf of all the shareholders, I
avenues. The entrepreneurial
would like to thank the entire
OnMobile team which has taken us
OnMobile team and customers,
from startup to its current position
partners, suppliers for their
is largely intact after all these years,
unflinching support over these
and has been expanded and
years.
strengthened to capitalize on our
industry leadership position. Our The future trajectory we are
product and engineering teams are planning is challenging and exciting,
hard at work developing new and I wish every one of you joins us
products and services which will be in this journey together!
launched this year, and we intend to
maintain our past innovation track
record and customer satisfaction
experiences. Our customer account
Arvind Rao
teams are scaled up and in place,
Chairman, CEO & co-founder
working closely with customers
9

12. Company Snapshot
• Interactive media solutions such as tele-voting,
The Company
Incorporated in the year 2000, OnMobile Global interactive programming, mobile auditioning and
Limited (Company) is a leading provider of Mobile auctions.
Value Added Services and products (MVAS) in India
• Mobile commerce solutions like ticketing (movie
with an expanding international presence. The
and railway ticketing), utility payments and mobile
Company's products are targeted at mobile
marketing services.
subscribers with an increasing focus on capitalising
• Core business support solutions such as Phone
on the convergence between wireless and wireline
Backup and Pre-paid and Post-paid bill payments.
telecommunications services, media, internet, mobile
marketing and mobile commerce. The Company deploys these applications on its multi-
modal platform, MMP 2500. This platform is a
Product Portfolio
carrier-grade system that effectively integrates
The Company has a broad range of applications that
multiple delivery modes and payments and
are delivered by its customers, who are telecom
subscription options for 2, 2.5 and 3G networks and
operators and media companies, to their end-user
handsets.
subscribers, which enable them to personalise their
mobile phones and thereby enhance user experience. Presence
The Company is headquartered in Bangalore and has
Key Products
offices in Mumbai and Delhi in India. It also maintains
The key products can be broadly categorised as
offices in Dhaka, Jakarta, Kuala Lumpur, London, Paris,
follows:
Singapore and Sydney.
• Network based in-call solutions like Caller
The Company's customers include major
Ringback Tones, Dynamic Voicemail and Missed Call
telecommunications operators in India and in several
Alert Service, etc.
overseas countries. In addition to
• Voice-based multi-modal portal which allows telecommunications operators, the Company also
subscribers to access informational and markets its products and services to media
entertainment content such as music, sports updates, companies, corporates, mobile handset
news, stock and commodity price updates, in multiple manufacturers, content owners and advertisers.
languages using speech-based navigation.
Some of the key performance indicators of the
• On-device client software applications. Company are as follows:
10

13. Operator ARPU Uplift 8-12 %
Market Reach 390 million, including more than 100 million
in international markets
Total unique users 206 million
Unique users / month 36 million
Calls handled / month 5 billion
RBT users / month 27 million
Phone Backup downloads 22 million
On-Device Portal downloads 4 million
Content usage Via M-Search 200% increase
• quot;V&D 100, Best MVAS Company
Milestones in Innovation
The Company has a track record of 2007, Indiaquot; by Voice & Data
creating, developing and successfully
• Amongst Deloitte Technology Fast 50
launching a large number of innovative
India, 2007
software products.
• Amongst Deloitte Technology Fast
2000-2003: Platform - Voice Portal 1.0
500 Asia Pacific, 2007
(English), Ring Tones, Infotainment
• Amongst 100 IT Innovators 2007 by
2004: Indian Languages Model
NASSCOM, India
(3 languages), Ringback Tones ('RBT')
Financial Performance
2005: Support for more languages, Live
(consolidated)
Audio Streaming,Ticketing
During 2007-08, the Company recorded
(Railways, Movies)
a net revenue of Rs. 2,618.16 million, an
2006: Pricing innovations: Subscription, increase of 97% over the previous year.
Not Enough Funds; Multimodal Support The earnings after tax of the Company
including SMS,WAP, Multi-language WAP increased from Rs. 337.20 million in
2006-07 to Rs. 603.10 million in 2007-
2007-2008: M-Search (Voice & SMS),
08, an increase of 79%.The diluted
M-Radio, RBT: Press * to copy, Mobile
Earnings Per Share (EPS) increased from
Investor
Rs. 7 per share to Rs. 12, an increase of
Awards and Achievements 71%.
• Best VAS Partner Award 2007 by
Airtel, India
11

14. Financial Snapshot
2003-04* 2004-05 2005-06 2006-07 2007-08
Particulars (Rs. in million)
Financial Performance
Net Revenue 172.64 409.46 826.17 1,329.72 2,618.16
Earnings before other income,
depreciation, finance charges and tax 69.63 264.37 471.31 609.90 1,048.36
Earnings after Tax 43.08 140.06 247.79 337.20 603.10
Earnings per share (Diluted) (In Rs.)** 1 5 7 7 12
Financial Position
Equity Share Capital 22.87 22.90 22.92 36.54 574.06
Reserves and Surplus 34.97 175.20 422.98 1,990.24 5,535.48
Networth 57.84 198.09 445.91 2,026.78 6,110.96
Gross Block 115.44 181.34 356.01 580.65 1,335.21
Net Block 102.33 123.45 213.01 292.20 795.34
Capital Expenditure 104.68 70.95 169.62 263.61 836.11
Investments 5.08 10.14 26.07 1,018.15 3,193.70
Net Current Assets (41.51) 70.76 230.20 512.47 958.49
Cash and Cash Equivalents 29.25 41.68 41.68 211.61 1,458.84
Total Assets 57.84 198.09 445.91 2,026.78 6,110.96
* 15 months ending March 2004
* * Adjusted for bonus issues in previous years
12

15. 603.10
79%
337.20
06-07 07-08
Earnings After Tax (Rs. in million)
2,618.16
97%
12
1,329.72
71%
7
06-07 07-08 07-08
06-07
Earnings Per Share (Diluted) (In Rs.)
Net Revenue (Rs. in million)
Stock Prices
650 20000
600
18000
550
500
16000
450
14000
400
19-02-08
07-03-08
31-03-08
OnMobile (lhs) BSE Sensex (rhs)
13

16. T h e M VA S E c o s y s t e m
Mobile Value Added Services (MVAS) consists of all services beyond basic phone calls. Some common examples of MVAS include ring tones,
ringback tones, news alerts, stock updates, contests, phone backup, televoting, mobile social networking, mobile advertising,
M-Commerce movie ticketing, bill payment and pre-paid recharge. Typical ecosystem includes:
Content
Owners
Develop and own
content e.g. music,
games, wallpapers etc.
Content
Collect and package different
Aggregators
kinds of content suitable for
mobile platforms like caller
OnMobile's Focus Space
ringback tones, wallpapers,
ring tones, news, etc.
Application
Service
Develop and install
Providers
applications that allow easy
access to the content and
content - free applications,
for the end users.
Platform
Providers
Own the delivery
platform and applications.
Provide last mile access -
Mobile allowing the end user to
Operators
download, listen or view
the content on his phone.
Bill the customer and pay the
Content Owner, Aggregator,
Application Service Provider
and Platform Provider.
14

17. 1 Chandramouli Janakiraman Sridar A Iyengar H H Haight Arvind Rao
4
2 3
Executive Director Independent Director Non-Executive Director Chairman & Managing Director
Prof. Jayanth Rama Varma
7 Naresh Malhotra
Vikram Kirloskar
5 6
Independent Director Independent Director
Independent Director
1
3
7
6
2
4 5
Board of Directors
15

18. Corporate Information
Board of Directors Company Secretary
Chairman & Managing Director D Srikiran
Auditors
Arvind Rao
Executive Director Deloitte Haskins and Sells
Chandramouli Janakiraman Chartered Accountants,
Non-Executive Director Deloitte Centre, Anchorage II,
Henry Huntly Haight 100/2 Richmond Road,
Independent Directors Bangalore - 560025
Registered Office
Jayanth Rama Varma
Sridar A Iyengar No. 26, Bannerghatta Road,
Vikram Kirloskar J. P. Nagar 3 Phase,
rd
Naresh Malhotra Bangalore - 560076
www.onmobile.com
Board Committees
Bankers
Audit Committee
The ICICI Bank Limited
Jayanth Rama Varma Chairman
ICICI Towers, 1 Floor, West Wing
Naresh Malhotra Member
st
#1, Commissariat Road,
Henry Huntly Haight Member
Bangalore - 560025
Investor Grievances Committee
Kotak Mahindra Bank Limited
Vikram Kirloskar Chairman
2 Floor, West Wing,
Naresh Malhotra Member
nd
26 - 27 Raheja Towers,
Chandramouli Janakiraman Member
M. G. Road,
Compensation Committee
Bangalore - 560001
Sridar A Iyengar Chairman
Citibank N.A.
Vikram Kirloskar Member
M. G. Road,
Henry Huntly Haight Member
Bangalore - 560001
16

19. OnMobile Leadership Team
Sandeep Ganguly
In addition to the Company’s whole-time directors, Arvind Rao and
Chandramouli Janakiraman, following are also part of the leadership Head-Private Operators (India). He carries the overall responsibility
team:
for handling the private telecom operator market in India. He
has over 12 years of experience in telecommunications industry.
Kiran Anandampillai
He received a Bachelor of Engineering degree in Electronics and
Head-Consumer Products. He carries overall responsibility of
Communication from Pune University and a Post Graduate Diploma
defining and delivering products such as music, infotainment, sports
in Business Administration in Marketing from the Indian Institute of
and contests. He has over 14 years of experience in software and
Management, Calcutta.
telecommunication industries. He received Bachelor of Engineering
degree from BMSCE, Bangalore in Telecommunications.
Christy George
Head-Network/In-Call Products. He carries overall responsibility of
Pratapa Bernard
defining and delivering Network/In-call products such as ringback
Head-Marketing. He carries the overall responsibility for defining and
tones, missed call alerts, dynamic voice mail system etc. He has over
executing Corporate and Product Marketing functions. He has over
15 years of experience in software and telecommunication industries.
17 years of experience in the IT and Telecommunications industry. He
He received Bachelor of Technology degree from IIT, Mumbai.
received a Bachelor of Engineering degree from Bangalore University
and also holds a Post Graduate Diploma in Marketing Management.
Sandhya Gupta
Head-Mergers and Acquisitions, Investments and Strategy. She carries
Sanjay Bhambri
the overall responsibility for mergers and acquisitions and strategic
Co-Head, International Business Development. He is currently
in charge of customers in Asia Pacific, Far East, Middle East and investments for the Company including international acquisitions,
Africa. He has over 13 years of experience in Sales and Marketing. minority investments and equity related partnerships and joint
He received his Bachelor of Science degree in Computer Science
ventures. She has over 10 years of experience in financial services
from Kurukshetra University, Kurukshetra and Masters of Business
and capital markets industry. She received a Bachelors of Arts
Management, MS University of Baroda,Vadodara.
degree from the University of Rajasthan and a Master of Business
Amit Kumar Dey Administration degree from the University of Mumbai.
Co-Head of International Business Development & Alliances.
Krishna Jha
Amit played a key role in establishing our business in India, and is
Head-Mobile Data Products and services. He carries the overall
currently in charge of Sales and Business Development in markets
responsibility of managing the Mobile Data Products and services unit
west of India including the Americas and Europe. He is also handling
of the Company. He has over 10 years of experience in software and
strategic alliances with large global distributors and resellers for
telecommunication industries. He received a Bachelor of Commerce
our products and services. He has over 17 years of experience in
degree from St. Xavier’s Calcutta and he also holds a Post Graduate
the manufacturing and telecommunications industry. He holds a
Diploma in Business Administration from IBS, Hyderabad.
Bachelor of Engineering degree from Jadavpur University, Calcutta,
and a Post Graduate Diploma in Business Administration from the
Rajesh Moorti
Indian Institute of Management, Calcutta.
Chief Financial Officer. He carries the overall responsibility for
Nicolas Frattaroli the finance, legal, secretarial and administration functions of the
Executive director of the Company’s Subsidiary, Vox mobili S.A. Company. He has over 17 years of experience in consumer durables
He carries the overall responsibility for the portfolio of products and non-durables industry. He received a Bachelor of Commerce
mainly in Europe, the Middle East, Africa and the Americas. He has degree from Bangalore University and qualified as a Chartered
over 15 years of experience in the telecommunications industry. He Accountant from The Institute of Chartered Accountants of India
received a Masters of Science degree from the National Institute of and qualified as a Cost Accountant from The Institute of Cost and
Telecommunications. Works Accountants of India.
17

20. Rajesh M.V Debraj Tripathy
Head-Media Business. He carries the overall responsibility for Head-Mobile Marketing. He carries the overall responsibility
working with media houses in India and driving media-based, telecom for Mobile Marketing including m-advertising. He has over 13
value-added services which generate new revenue streams for media years of experience in the media and advertising industry. He
clients from the mobile sector. He has over 13 years of experience received his Bachelor of Engineering degree in Electronics and
in the media and advertising industry. He received a Bachelor of Telecommunications from Sambalpur University, Orissa and Post
Science degree and a Master of Science degree in Mathematics from Graduate Diploma in Business Administration from Indian Institute
Sathya Sai Institute of Higher Learning, Andhra Pradesh. of Management, Calcutta.
Sidharth Sharma Raghavendra Varma
Head-Public Sector Operators (India). He carries the overall Head-Technology Platform. He carries overall responsibility of
responsibility for serving the mobile value added services needs defining and delivering the MMP2500 platform, on which the
of telecom operators in the public sector. He has over 8 years of Company’s products are built. He has over 15 years of experience
experience in IT and telecommunications industry. He received a in software and telecommunication industries. He received Bachelor
Bachelor of Engineering degree from Maharishi Dayanand University, of Technology degree in Information Technology from Banaras Hindu
Rohtak. University,Varanasi.
18

21. CEO and CFO Certification
We, Arvind Rao, Chief Executive Officer and Managing Director, and Rajesh Moorti, Chief Financial Officer of OnMobile Global Limited, to the
best of our knowledge and belief, certify that:
1. We have reviewed the balance sheet and profit and loss account (consolidated and unconsolidated), and all its schedules and notes
on accounts, as well as the cash flow statements, and the directors report;
2. Based on our knowledge and information, these statements 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 statements were made, not
misleading with respect to the statements made;
3. Based on the information, the financial statements, and other financial information included in this report, present in all material
respects, a true and fair view of the Company’s 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 in compliance 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 Company’s code of conduct;
5. We accept responsibility for establishing and maintaining internal controls and we have evaluated the effectiveness of internal control
systems of the Company pertaining to financial reporting. Deficiencies in the design or operation of such internal controls, if any,
of which we are aware, have been disclosed to the auditors and the Audit Committee and steps have been taken to rectify these
deficiencies.
6. We have indicated to the auditors and the Audit Committee:
i. Significant changes in the internal control over financial reporting during the year;
ii. Significant changes in the accounting policies during the year and that the same has been disclosed in the notes to the financial
statements; and
iii. Instances of significant fraud of which we have 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 financial reporting.
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.
Arvind Rao Rajesh Moorti
CEO CFO
Date: April 30, 2008
Place: Bangalore
19

22. Corporate Governance
PHILOSOPHY
It is the intention of the Company to be an acclaimed leader in the practice of Corporate Governance. The Company strives to ensure that
the best practices of Corporate Governance and disclosure requirements are complied with, while ensuring that creation of wealth for
shareholders and protection of interests of stakeholders, clients, suppliers and employees are adhered to with the highest level of integrity,
fairness, accountability and transparency.
BOARD OF DIRECTORS
The OnMobile Board consists of executive and non-executive directors. The non-executive directors consist of eminent professionals from
business, finance and reputed institutions.The Company does not have any nominee director.As per the articles of association of the Company,
the Board can have a maximum of 12 members. Currently the Board has 7 directors, of which the Chairman of the Board is an executive
director.
India Listed All Companies Committee Chairpersons
Name of the director Positions Category
Companies* around the world## Memberships### of Committees###
Chairman and
Arvind Rao Executive – Promoter NIL 9 NIL NIL
Managing Director
Chandramouli
Director Executive – Promoter NIL 6 1 NIL
Janakiraman
H H Haight IV Director Non-Executive NIL 13 1 NIL
Sridar A Iyengar Director Independent 2 9 5 3
Naresh K Malhotra Director Independent 2 11 6 2
Jayanth R Varma Director Independent 1 3 2 2
Vikram S Kirloskar Director Independent 3 12 7 3
* Excluding directorships in OnMobile Global Limited and its subsidiaries
Directorships in all companies around the world (listed & unlisted) including OnMobile Global Limited and its subsidiaries
##
Includes memberships/chairmanships of audit committees and investor grievance committees in public companies (Listed and Unlisted)
###
MEETINGS AND ATTENDANCE The details of the Board of Directors are as below:
Strategic planning and policy formulations are looked after by
Mr. Arvind Rao
the Board. The senior management personnel heading respective
Graduated with a Bachelor of Technology degree from the Indian
business units are responsible for all day-to-day operation related
Institute of Technology, Mumbai, Master of Science degree from
issues, profitability, and productivity issues for their units. The Board
the University of Wisconsin, Madison and a Master of Business
meets at least four times in a year with the intervening period
Administration degree from the Wharton School, the University of
between two Board Meetings of not more than three months. The
Pennsylvania. He has been with OnMobile Systems Inc., our Promoter,
annual calendar of meetings is broadly determined at the beginning
since its inception in 2000. Prior to joining the Company, he was
of each year. Most Board Meetings are well attended as shown
with Schlumberger Wireline Services in Thailand, China and Malaysia,
below. During the year ended March 31, 2008, the Board met five
McKinsey & Company in New York and India, the Chatterjee Group
times on April 20, 2007, July 12, 2007, October 12, 2007, February
in New York and India and Gilbert Global Equity Partners in New
9, 2008 and February 28, 2008. A structured agenda governs the
York. He has over two decades of experience in financial services, IT
meetings. Members of the Board, in consultation with the Chairman
and the telecom industry. He was appointed as Managing Director by
may bring up any matter for consideration of the Board. All items
the Board at their meeting held on July 24, 2006 for a period of five
of major importance in the agenda are backed by comprehensive
years. Mr. Rao is on the Board of the following other Companies:
documentation and background information to enable the Board
1. RiffMobile Private Limited
to take an informed decision. Agenda papers are circulated well in
2. Mobile Traffik Private Limited
advance of the Board meeting.
20

23. 11. Argnor Wireless Ventures B.V.
3. Cellphone Entertainment (Mumbai) Private Limited
12. SP Industries Inc.
4. OnMobile Systems, Inc.
5. OnMobile Singapore Pte Limited
Prof. Jayanth R Varma
6. Vox mobili SA
Graduated with a Bachelor of Commerce degree from Bangalore
7. Vox mobili Inc
University. He did his post-graduation in management from the Indian
8. Phonetize Solutions Private Limited
Institute of Management, Ahmedabad. He also obtained the Fellow of
Mr. Chandramouli Janakiraman the Institute of Management, Ahmedabad and is also a qualified cost
accountant from Institute of Cost and Works Accountants of India.
Graduated with a Bachelor of Technology degree from the
He has over 20 years of teaching, research and consulting experience
National Institute of Technology, Allahabad. He has over 19 years of
in the field of finance. He has previously served as a full-time member
experience in the software industry. He has previously served as
of SEBI and as Chairman of various committees formed by SEBI and
Associate Vice President and Head of the Internet Products Group
the Department of Company Affairs. He is a professor of the Indian
in Infosys Technologies Limited. In 2000, he left Infosys and co-
Institute of Management, Ahmedabad. He has been appointed as an
founded OnMobile Systems Inc. He was appointed as a director by
independent director by the shareholders of the Company at the
the shareholders at the AGM held on May 12, 2003. Mr. Mouli Raman
AGM held on August 17, 2007. Prof. Varma is on the Board of the
is on the Board of the following other Companies:
following other Companies:
1. Ver se Innovation Private Limited
2. OnMobile Singapore Pte Limited 1. Infosys BPO Limited (formerly Progeon Limited)
3. OnMobile Australia Pty. Ltd. 2. Axis Bank Limited (formerly UTI Bank Limited)
4. PT OnMobile Indonesia
Mr. Naresh K. Malhotra
5. Phonetize Solutions Private Limited
Graduated with a Bachelor of Commerce degree from St. Xavier’s
Mr. H.H. Haight IV College, Calcutta University. He qualified as a Chartered Accountant
Graduated with a Bachelor of Science degree from the University of in 1970. He has over 35 years of experience in India and overseas in
California, Berkeley and a Master of Business Administration degree various companies including Imperial Chemical Industries, Unilever,
from Harvard Business School. He has over 20 years of experience Colgate Palmolive, Bukhatir Investments, the U B Group, KPMG
in the leadership and growth of various enterprise companies. He and Amalgamated Bean Coffee Trading Company. He has previously
has previously served as Managing Director in Advent International served as founding partner and managing director of corporate
Corp and Chief executive Officer in Argo Global Capital, LLC. He finance in KPMG in India. He is also an advisor to GIV Management
has been appointed as a non-executive Director by the shareholders Inc., a Washington based Venture Capital Company. He has been
of the Company at the AGM held on August 17, 2007. Mr. Haight is appointed as an independent director by the shareholders of the
on the Board of the following other Companies: Company at the AGM held on August 17, 2007. Mr. Malhotra is on
the Board of the following other Companies:
1. OnMobile Systems, Inc.
2. Genelabs Technology Inc. 1. N.M Properties & Consulting Private Limited
3. Maxager Technology Inc. 2. Bluestar Infotech Limited
4. Argo Global Capital, Inc. 3. Amalgamated Bean Coffee Trading Co. Private Limited
5. Argo Holding, LP. 4. Venture Infotek Global Private Limited
6. Argo Global Capital Corp. 5. Tarang Software Technologies Private Limited
7. Telecom Investment Inc. 6. Balan Natural Foods Private Limited
8. Neural Technologies, Inc 7. Royal Orchid Hotels Limited
9. NT3 8. Printo Documents Services Private Limited
10. Chinatron Group Holdings Limited 9. A B Holdings Private Limited
21

24. 10. Venture Infotek Inc.
No. of Board No. of Board Attendance at the
Director
Meetings held Meetings attended Last AGM.
Mr.Vikram S. Kirloskar
Arvind Rao 5 5 No
Graduated with a Bachelor of Engineering (Mechanical) from the
Chandramouli
Massachusetts Institute of Technology, Cambridge, USA. He has 5 5 Yes
Janakiraman
over 24 years of experience in the business of manufacturing H H Haight IV 5 4 No
automobiles and auto parts. He has successfully set up a joint
Sridar A Iyengar 5 4 No
venture with Toyota, Japan called Toyota Kirloskar Motor Private
Naresh K Malhotra 5 5 No
Limited, which manufactures automobiles in India. He is a member
Jayanth R Varma 5 4 No
of the National Council of Confederation of Indian Industry. He has
Vikram S Kirloskar 5 3 No
been conferred with the Suvarna Karnataka award by the Karnataka
Anthony Correa* 5 2 No
Government, in recognition of his efforts in expanding and developing
industry within the state. He has been appointed as an independent *Anthony Correa resigned effective from August 17, 2007
director by the shareholders of the Company at the AGM held on
Information Placed before the Board
August 17, 2007. Mr. Kirloskar is on the Board of the following other
Apart from the items required to be placed before the Board for
Companies:
its approval, some of the following are also placed for review /
1. Kirloskar Systems Limited information:
2. Kirloskar Brothers Limited
• Annual Operating Plans and Budgets (including Capital
3. Kirloskar Oil Engines Limited
Budgets)
4. Kirloskar Pneumatic Company Limited
• Quarterly performance, including business and financial
5. Kirloskar Theratronics Private Limited
update.
6. Kirloskar Toyoda Textile Machinery Private Limited
• Minutes of the audit and compensation committees
7. Toyota Kirloskar Auto Parts Private Limited
• Information on recruitment and remuneration of senior
8. Toyota Kirloskar Motor Private Limited
officers below the Board level
9. Vikram Geet Investments and Holdings Private Limited
• Demand, prosecution, show cause notices and penalty
10. Toyota Tsucho Insurance Broker India Private Limited
notices which are materially important
Mr. Sridar A. Iyengar • Any issue which involves possible product or public liability
claims against the Company or its directors/officers
Is a fellow of the Institute of Chartered Accountants, England and
• Status of business risk exposure, its management and related
Wales. He has over 38 years of experience in corporate finance
action plans.
and accounting. He has previously served as chairman and chief
• Proposals pertaining to joint venture and investment/
executive officer at KPMG, India operations. He is associated with
acquisition decisions including payments towards intellectual
Bessemer Venture Partners and is an independent director of various
property or goodwill
companies. He has been appointed as an independent director by the
• Non-compliance of any regulatory, statutory or listing
shareholders of the Company at the AGM held on August 17, 2007.
requirements
Mr. Sridar is on the Board of the following other Companies:
• All proposals requiring strategic decisions
1. Infosys Technologies Limited
• Sale of material nature, of investments, subsidiaries, assets,
2. ICICI Bank Limited
which is not in the normal course of business;
3. Rediff.com India Limited
• Quarterly details of foreign exchange exposures and the
4. Kovair Software Inc.
steps taken by management to limit the risks of adverse
5. Infosys BPO Limited
exchange rate movement, if material;
6. Rediff Holding Inc.
7. Career Launcher Limited
22

25. Remuneration/Compensation to Directors dated April 20, 2007, approved a sum of (1/6) % of the net profits
of the Company to each of the non-executive directors (including
The table below shows the amount paid or payable to the Directors
independent directors) or a sum of Rs. 10,00,000/- per non-executive
of the Company for the financial year March 31, 2008:
director which ever is lower. Members of the Company propose to, at
Fixed salary
the forth coming Annual General Meeting of the Company, approve
(includes
perquisites Variable Sitting Commiss- Total
the payment of remuneration by way of commission to independent
Name
and pay fees ion compensation
directors for the financial year 2007-08. The Company has paid Rs.
contribution
to PF)
1,228,237/- as post tax sitting fees (includes Rs. 228,237/- pertaining
EXECUTIVE DIRECTORS#
to the financial year ended March 31, 2007 paid during the year
ended March 31, 2008) to the non-executive directors. No sitting
Arvind Rao 5,922,725 2,666,324 - - 8,589,049
fee was paid to any of the executive directors.
Chandramouli
3,547,254 1,014,362 - - 4,561,616
Janakiraman
The commission and the sitting fee have been arrived at as below:
NON-EXECUTIVE DIRECTORS##
1. Commission payable for five of the non-executive directors
H H Haight IV - - 280,000 1,000,000 1,280,000
- Rs. 5,000,000/-
Naresh K
- - 240,000 1,000,000 1,240,000
Malhotra
2. Sitting fee based on the attendance per Board or committee
Sridar A Iyengar - - 160,000 1,000,000 1,160,000
meeting - Rs. 20,000/- per meeting
Jayanth R Varma - - 160,000 1,000,000 1,160,000
PERIOD OF CONTRACT, NOTICE PERIOD AND
Vikram S
- - 120,000 1,000,000 1,120,000
Kirloskar
SEVERANCE PAY OF DIRECTORS
Anthony Correa* - - 40,000 - 40,000
Chairman & Managing Director
*Anthony Correa resigned effective from August 17, 2007
The specific period of contract of service for the Chairman & Managing
Note: #1) The above amounts exclude benefits accrued by the Company in respect of leave encashment and gratuity, as they are
provided by the Company as a whole based on actuarial valuation.
2) The above amounts also exclude the stock compensation cost of Rs. 229,167/- arising out of grant of stock options to the
##
Director is five years effective from July 24, 2006.The notice period is
independent directors.
6 months. The Company is liable to pay a terminal compensation or
REMUNERATION POLICY redundancy payment equivalent to 18 (eighteen) months paid in cash
The Company’s remuneration policy is based on the performance of based on the previous financial year’s compensation plus forgiveness
the individual employee and the success of the Company.Through its of any and all of the outstanding loans from the Company including
compensation program, the Company endeavors to attract, retain, transfer of any vehicles used by employee at the time of termination
develop and motivate a high performance workforce. The Company and any other appropriate statutory compensation applicable to
follows a compensation mix of fixed pay, benefits and performance his employment. The executive directors shall not be considered
based variable pay and sharing of wealth through the Company’s for retirement by rotation as per the Articles of Association of the
stock options. Individual performance pay is determined by business Company.
performance of the Company. The Company pays remuneration by
Independent and Non-executive directors
way of salary, benefits, perquisites and allowances (fixed component)
Period of contract and notice pay is not applicable to the independent
and performance incentives (variable component) to its executive
and non-executive directors. They will retire by rotation. There is
directors. Annual increments are decided by the Compensation
no severance pay for any of the non-executive and independent
Committee as approved by the Members.
directors.
Section 309 of the Companies Act, 1956 provides that a director
STOCK OPTIONS TO THE INDEPENDENT AND
who is neither in the whole-time employment of the Company nor a
Managing Director may be paid remuneration by way of commission, NON-EXECUTIVE DIRECTORS
if the Company by special resolution authorizes such payment. The following table shows the details of stock options to independent
The Board Members of the Company had vide their resolution and non-executive directors during the year.
23

26. Company at the AGM held on August 17, 2007. The Company
No. of stock options (after Grant price (after adjusting
Name
adjusting for bonus issues) for bonus issues) Secretary acts as secretary to the committee.
Sridar A Iyengar 26,000 228/-
The terms of reference of the audit committee include the
Jayanth R Varma 26,000 228/
following:
Naresh K Malhotra 26,000 228/
Vikram S Kirloskar 26,000 228/
• Overseeing the Company’s financial reporting process and
H H Haight IV 26,000 228/
disclosure of its financial information to ensure that the
The vesting period of each option is over a period of four years from financial statements are true and fair and provide sufficient
the date of their joining and become fully exercisable at the time of information;
vesting. None of the non-executive directors hold any shares in the
• Recommending to the Board the appointment, re-
Company as on the date of this report.
appointment, and replacement of the statutory auditor and
MATERIALLY SIGNIFICANT RELATED PARTY the fixation of audit fee.
TRANSACTIONS
• Approval of payments to the statutory auditors for any other
There have been no materially significant related party transactions,
services rendered by them and assess the independence and
monetary transactions or relationships between the Company and
objectivity of the auditors and to ensure that the nature and
directors, management, subsidiary or relatives, except for those
amount of non-audit work does not impair the auditor’s
disclosed in the financial statements for the year ended March 31,
independence and objectivity
2008.
• Establishing and reviewing the scope of the statutory audit
COMMITTEES OF THE BOARD including the observations of the auditors and review of the
For the year ended March 31, 2008 the Board had four committees quarterly, half-yearly and annual financial statements before
– the Audit Committee, the Compensation Committee, the IPO submission to the Board, with particular reference to matters
Committee, the Shareholders and Investors Grievance Committee. required to be included in the Directors Responsibility
The terms of reference of the Board committees are decided by Statement to be included in the Board’s report in terms of
the Board from time to time. Meeting of each Board committee clause 2(AA) of S.217 of the Companies Act, 1956, changes
is convened by the respective committee Chairman. The role and in the accounting policies and practices and reasons for the
composition of these committees, including the number of meetings same, significant adjustments made in the financial statements
held during the financial year and the related attendance are given arising out of audit findings.
below.
• The appointment, removal and terms of remuneration of the
1. Audit Committee internal auditors, discussion and follow up on any important
This committee consists of a minimum of three (3) directors findings with the internal auditors. In case there is a suspected
of whom two thirds including the Chairman are independent case of fraud or irregularity, review of the findings of the
directors. The Chairman of the committee is Jayanth R Varma an internal auditors and reporting the matter to the Board.
independent director. He is an Associate Member of the Institute
• Have post audit discussions with the statutory auditors to
of Cost and Works Accountants of India; he has also obtained a
ascertain any area of concern.
fellowship of the Indian Institute of Management Ahmedabad and
• Regular review of the performance of statutory and internal
has over 20 years of teaching, research and consulting experience
auditors together with the management.
in the field of finance. He has previously served as a full-time
member of SEBI and as Chairman of various committees formed
• Establishing the scope and frequency of internal audit,
by SEBI and the Department of Company Affairs. He is a professor
reviewing the findings of the internal auditors and ensuring
of the Indian Institute of Management, Ahmedabad. He has been
the adequacy of internal control systems including structure
appointed as an independent director by the shareholders of the
24

27. The Company has instituted internal process and systems to
of the internal audit department, frequency of internal audit,
ensure that the audit committee has access to all the material
staffing and seniority of the official heading the department.
information, and reviews on a regular basis the following:
Review the functioning of the whistle blower mechanism.
• Management Discussion and Analysis of financial condition
• To look into reasons for substantial defaults in the payment to
and results of operations;
depositors, debenture holders, shareholders and creditors.
• Statement of significant related party transactions (as defined
• To look into the matters pertaining to the Director’s
by the audit committee), submitted by management;
Responsibility Statement with respect to compliance with
applicable accounting standards and accounting policies.
• Management certificates on internal controls and compliance
with laws and regulations, including any exceptions to these;
• Compliance with Stock Exchange listing requirements
concerning financial statements.
• Management letters / letters of internal control weaknesses
issued by the statutory auditors;
• The Committee shall look into any related party transactions
i.e., transactions of the Company of material nature and
• Internal audit reports relating to internal control
disclose such transactions, with promoters or management,
weaknesses;
their subsidiaries or relatives etc., that may have potential
• The financial statements, in particular the investments, if any
conflict with the interests of Company at large.
made by the unlisted subsidiary companies.
• Review of management discussion and analysis of financial
Details of Audit Committee Meetings during the financial
condition and results of operations, statements of related
party transactions submitted by management, management year
letters/letters of internal control weaknesses issued by the During the financial year ended March 31, 2008, four meetings of the
statutory auditors. audit committee were held as follows:
• To meet periodically as it may deem fit to meet its objectives Committee No. of Members
Sl no. Date
Strength Present.
and to have at least four such meetings in a financial year on
1 April 19, 2007 03 03
a quarterly basis
2 July 11, 2007 03 03
• Obtaining an update on the risk management framework and 3 October 11, 2007 03 03
the manner in which risks are being addressed; 4 February 28, 2008 03 03
Attendance at the Audit Committee Meetings during the financial
• Such other matters as may from time to time are required by
year
any statutory, contractual or other regulatory requirements
to be attended to by the audit committee.
Director No. of Meetings attended
Jayanth R Varma 04
The audit committee also specifically reviews the un-audited/
Naresh K Malhotra 04
audited quarterly financial results of the Company before these
H H Haight IV 04
are submitted to the Board for approval. Minutes of each audit
2. Compensation Committee
committee meeting are placed before the Board for noting
This committee consists of a minimum of three (3) directors
The powers of the audit committee shall include the power;
of whom two thirds including the Chairman are independent
1. To investigate activity within its terms of reference.
directors.The Chairman of the committee is Sridar A Iyengar. He
2. To seek information from any employees.
is a fellow of the Institute of Chartered Accountants, England and
3. To obtain outside legal or other professional advice.
Wales. He has over 38 years of experience in corporate finance
4. To secure attendance of outsiders with relevant expertise, if
and accounting. He has previously served as chairman and chief
it considers necessary.
executive officer at KPMG, India operations. He is associated
25

28. with Bessemer Venture Partners and is an independent director No. of Members
Sl no. Date Committee Strength
Present.
of various companies including Infosys Technologies Limited,
1 April 20, 2007 03 03
ICICI Bank Limited and Rediff.com India Limited. He has been 2 July 12, 2007 03 03
appointed as an independent director by the shareholders of the 3 October 12, 2007 03 03
4 February 27, 2008 03 02
Company at the AGM held on August 17, 2007. The Company
Secretary acts as secretary to the committee. Attendance at the Compensation Committee
Meetings during the financial year
The terms of reference of the compensation committee include
the following: Director No. of Meetings attended
Sridar A Iyengar 04
1. Annual review of the salary, bonus and other compensation H H Haight IV 04
plans of the CEO, CTO and President of the Company. Vikram S Kirloskar 03
3. Share Transfer and Investor Grievance Committee
2. Review and approve the salary, bonus and compensation
plans for all the executive directors of the Company The Share Transfer and Investor Grievance Committee consists
of a minimum of three (3) directors of whom two thirds including
3. Framing suitable policies and systems to ensure that there is
the Chairman are independent directors. This committee was
no violation, by an employee or Company of any applicable
constituted by our Board at their meeting held on April 20,
laws in India or overseas, including:
2007. This committee was formed to specifically look into the
• The Securities and Exchange Board of India (Insider redressal of shareholder and investor complaints pertaining to
Trading) Regulations, 1992; or allotment or transfer of shares, non-receipt of balance sheet,
non-receipt of declared dividends etc. The Share Transfer and
• The Securities and Exchange Board of India (Prohibition
Investor Grievance Committee consists of Vikram S Kirloskar
of Fraudulent and Unfair Trade Practices relating to the
(Chairman), Naresh K Malhotra and Chandramouli Janakiraman.
Securities market) Regulations, 1995.
The Chairman of the committee is Mr. Vikram S Kirloskar an
4. Administer the implementation and award of stock options independent director. He has over 24 years of experience in the
under the stock option plans of the Company business of manufacturing automobiles and auto parts. He is the
chairman and managing director of Kirloskar Systems Limited,
5. Perform such functions as are required to be performed
vice chairman of Toyota Kirloskar Motor Private Limited and
by the compensation committee under Clause 5 of the
Toyota Kirloskar Auto Parts Private Limited. The Company
Securities and Exchange Board of India (Employee Stock
Secretary acts as secretary to the committee.
Option Scheme and Employee Stock Purchase Scheme)
Guidelines, 1999. The terms of reference of the Share Transfer and Investor
Grievance Committee are as follows:
6. Recommend to the Board of Directors of the Company
on any other employment incentives as the compensation • To approve and register, transfer and/or transmission of all
committee deems it appropriate in the best interests of the classes of shares;
Company
• To look into the redressal of shareholder and investor
7. Such other matters as may from time to time are required by complaints like non-transfer of shares, non-receipt of balance
any statutory, contractual or other regulatory requirements sheet, non-receipt of declared dividends etc; and
to be attended to by such committee.
• To do all such acts, things or deeds as may be necessary or
Details of Compensation Committee Meetings during the incidental to the exercise of the above powers.
financial year
During the financial year ended March 31, 2008, four meetings of the
compensation committee were held as follows:
26