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Ajel Ltd.

BSE: 530713 Sector: IT
NSE: N.A. ISIN Code: INE229B01015
BSE 14:58 | 19 Jan 4.18 -0.22
(-5.00%)
OPEN

4.40

HIGH

4.40

LOW

4.18

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 4.40
PREVIOUS CLOSE 4.40
VOLUME 448
52-Week high 5.62
52-Week low 3.65
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.18
Sell Qty 2132.00
OPEN 4.40
CLOSE 4.40
VOLUME 448
52-Week high 5.62
52-Week low 3.65
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 4.18
Sell Qty 2132.00

Ajel Ltd. (AJEL) - Director Report

Company director report

To

The Members AJEL LIMITED

Your Directors have pleasure in presenting their 23rd Annual Report on the business andoperations of your company for the financial year ended March 31st 2017.

Financial Results

The standalone and consolidated financial performance of the Company for the financialyear ended March 31 2017 is summarized below:

(Amount in Rupees in Lakhs)

Particulars Standalone Consolidated
Current Year 31-03-2017 Previous Year 31-03-2016 Current Year 31-03-2017 Previous Year 31-03-2016
Gross Revenue from Operations 643.28 619.76 1505.06 2015.08
Other Income 6.67 -4.80 6.67 38.35
Total Revenue 649.95 614.96 1511.72 2053.43
Total Expenditure 643.65 590.20 1586.16 2054.27
Profit / (loss) Finance Costs Exceptional
items and Tax 6.30 24.76 (74.43) (0.84)
Finance Costs 0.00 0.06 4.23 3.98
Profit / (loss) Before Exceptional items and Tax 6.30 24.70 (78.66) (4.82)
Less: Exceptional items 0 0 0 0
Profit/ (loss) Before Tax 6.30 24.70 (78.66) (4.82)
Less: - Tax 0 7.41 0 7.41
Profit / (loss) After Tax 6.30 17.28 (78.66) (12.23)

Review of Performance and state of the company's affairs

During the year under review the overall performance of the Company was reasonableconsidering to the sector/ market conditions.

Members will notice that the revenue from operations on standalone basis increased toRs.649.95 Lacs as against Rs.614.96 Lacs for the previous year. The Total Incomedecreased to Rs.6.30 Lacs from Rs17.28 Lacs of Previous year.

Members will notice that the revenue from operations on consolidated basis reduced toRs.1511.72 Lacs as against Rs.2053.43 Lacs of the previous year. The Profit/(Loss) hasreduced to Rs.(78.66) Lacs from Rs.(12.23) Lacs of the previous year.

The Company is continuously striving to improve efficiency and deliver excellence inour professional services and project execution. The Company has identified new avenuesfor growth and is focusing its energies to develop business. The Company continues tofocus on delivering services to its identified market segments in its core technologyareas. It continues to align its sales and delivery organizations to an offshore centricmodel as well as big foray in to Domestic market.

Dividend and Transfer to Reserves

Although your Company has earned profits during the year the Board of Directors havedecided to plough back the Profits into the Company. Therefore your Directors have notrecommended any dividend for the financial year 2016-17.

There were no transfers to Reserves during the financial year 2016-17.

Share Capital

The Authorized Share Capital of the Company stands at Rs. 120000000/- (Rupees TwelveCrores only) divided into 12000000 (Twelve Lac) Equity Shares of Rs. 10/- (Rupees Ten)each.

As on date Paid up Share Capital stands at Rs. 116500000/- (Rupees Eleven CroresSixty Five Lacs) divided into 11650000 (One Crore Sixteen Lakhs and Fifty Thousand)equity shares of Rs. 10/- each.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

Consolidated Financial Results:

Pursuant to Regulation 33 of SEBI (Listing Obligations & Disclosures Requirements)Regulations 2015 and the Companies Act 2013 the Consolidated Financial Statementsprepared as per Companies Act 2013 and Accounting Standards duly audited forms part ofthe Annual Report.

Listing

The Company entered into Listing agreement with the BSE Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 toBSE where the Company's Shares are listed.

Directors & its board meetings:

The Board of directors of your company is duly constituted.

Number of meetings of the board:

During the period under review 7 (Seven) Board meetings were held on 30.05.201626.07.2016 19.08.2016 31.08.2016 03.09.2016 14.11.2016 and 14.02.2017 and the gapbetween any two Board Meetings is within the period prescribed by the Companies Act 2013and Listing Agreement.

The Board of Directors is duly constituted. Mr. Srinivasa Reddy Arikatla is beenappointed as Managing director of the Company. Board recommends the members to pass theresolution for appointment of Mr. Srinivasa Reddy Arikatla as Managing Director of theCompany.

Declarations by Independent Directors:

The Company has received declarations form the Independent Director under Section149(6) of the Companies Act 2013 confirming their independence vis--vis the Company.

Board evaluation and assessment;

The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in;

a. More effective board process

b. Better collaboration and communication

c. Greater clarity with regard to members roles and responsibilities

d. Improved chairman - managing directors and board relations

The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

Familiarisation Programme for Independent Directors

The Company shall through its Senior Managerial personnel familiarise the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarised with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors they will be asked to get familiarisedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe company. Detailed presentations on the business of the company are also made to theDirectors. Direct meetings with the Chairman and the Managing Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/its businessesand the group practices as the case may be and link is available at thewebsitewww.ajel.in.

Directors' Responsibility Statement

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of directors to the bestof their knowledge and ability confirm that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2017 and ofthe profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

Constitution and Composition of Audit Committee

The Audit Committee of the company is duly constituted as per section 177 of thecompanies act 2013. Composition and Scope of Audit Committee is provided under theCorporate Governance report annexed herewith.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure anddevelopments opportunities and threats future outlook risks and concerns etc. isfurnished separately and forms part of this report.

Subsidiary Companies

The Company has one Subsidiary Company the details of which is appended as 'AnnexureI' to this Report

Particulars of Contracts or arrangements with related parties

All the related party transactions that were entered during the financial years were inthe ordinary course of business of the company and were on arm length basis. There were nomaterially significant related party transactions entered by the company during the yearwith the promoters directors key managerial personnel or other persons which may have apotential conflict with the interest of the company.

The policy on related party transactions as approved by the board of directors ishosted on the website of the company viz. www.ajel.in

Particulars of every contract or arrangements entered into by the Company with relatedparties referred to in subsection (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto shall be disclosed in FormNo. AOC-2 as 'Annexure II' to this report

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as 'Annexure III' to this Report.

In terms of Section 136 of the Companies Act 2013 the same is open for inspection atthe Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure - III and forms part of this Report

Corporate Governance

In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 entered into with the Stock Exchanges aseparate Report on Corporate Governance along with a certificate from a Practicing CompanySecretary regarding its compliance is annexed as Annexure IV and forms part of thisReport. Your company will continue to adhere in letter and spirit to good corporategovernance policies.

Statutory Auditors

M/s. Naresh Dinesh & Associates (Regn No: 140097W) Chartered AccountantsHyderabad who retire at this Annual General Meeting have signified their willingness forreappointment and accordingly Directors have recommended the appointment of M/s. NareshDinesh & Associates Chartered Accountants Hyderabad as Statutory Auditor of theCompany for a period of 5 years who confirmed their eligibility under Section 139(1) ofthe Companies Act 2013.

The Audit Committee and the Board recommends to the members of the company forappointment of M/s. Naresh Dinesh & Associates (Regn No: 140097W) CharteredAccountants as statutory Auditors of the company.

Management Replies to Auditors Report - Standalone And Consolidated Financial Reports:

With reference to observations made in Auditor's Report the notes of account isself-explanatory and therefore do not call for any further comments.

Cost Audit Report

The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no cost auditors are appointed.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 the company is required to obtain Secretarial Audit Report from PracticingCompany Secretary. Mr. Manoj Kumar Koyalkar Practising company secretary was appointed toissue Secretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by Mr. Manoj Kumar Koyalkar Practising companysecretary in Form MR-3 for the financial year 2016-17 forms part to this report as'Annexure - V'.

Reply to Auditor's Report

The Company is in the process of appointing a Company Secretary and will be complyingwith the provisions of the Act in due course of time.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at 31March 2012. In view of the requirementsspecified the company is not mandated for the providing the BRR and hence do not formpart of this Report.

Extract of the Annual Return

In accordance with Section 134 (3) (a) of the Act an extract of the Annual Return inthe prescribed format is appended as 'Annexure VI'to this Report.

Corporate Social Responsibility

The provisions w.r.t. CSR is not applicable to the Company. Therefore the Company hadnot constituted CSR committee during the year 2016-17.

Particulars of Loans Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Actare provided in the Notes to the Financial Statements.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of section 177 of the companies act 2013 and the rulesframed there under and pursuant to the applicable provision of SEBI (Listing ObligationsAnd Disclosure Regulations) 2015 of the listing agreement entered with stock exchangesthe company has established a mechanism through which all stake holders can report thesuspected frauds and genuine grievances to the appropriate authority. The Whistle blowerpolicy which has been approved by the board of directors of the company has been hosted onthe website of the company viz. www.ajel.in.

Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and fixing their remuneration. The Remuneration Policyis provided in theCorporate Governance Report.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters are adopted as per the provisions of the Companies Act 2013. Theremuneration paid to the Directors is as per the terms laid out in the Nomination &Remuneration policy of the Company. The Nomination & Remuneration policy is adopted bythe Board is placed on the Company's website at www.ajel.in

Risk Management Policy

The board of directors has formed a risk management committee to identify evaluatemitigate and monitor the risks associated with the business carried by the company. Thecommittee reviews the risk management plan and ensures its effectiveness. A mechanism hasbeen put in place which will be reviewed on regular intervals.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended 31st March 2017 the Companyhas not received any complaints pertaining to Sexual Harassment.

Material changes and commitments if any affecting the financial position of thecompany

We have established one datacentre in Edison NJ USA and it is currently up andrunning. The large size of the addressable global market and its steady expansion whenviewed with the relatively low current level of penetration suggests significant headroomfor our future growth. The Company has positioned itself well for this anticipated growthin business with an appropriate structure strategy and capabilities.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

Public Deposits

Your Company has not accepted any deposits from the public. As such there was noprincipal or interest outstanding on the date of the Balance Sheet.

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Conservation of Energy which is not furnished as the relative rule is not applicable toyour company.

There is no information to be furnished regarding Technology Absorption as your companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adapted.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: NIL

Foreign Exchange Outflows: NIL

Internal Audit & Controls

The Company continues to engage A.Srinivas Raju as its Internal Auditor. During theyear the Company continued to implement their suggestions and recommendations to improvethe control environment. Their scope of work includes review of processes for safeguardingthe assets of the Company review of operational efficiency effectiveness of systems andprocesses and assessing the internal control strengths in all areas. Internal Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations.

Internal Financial Control Systems

The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.

Industrial Relations

The company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.

Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement

Acknowledgements

Your Directors wish to express their appreciation of the support and co-operation ofthe Central and the State Government bankers financial institutions businessassociates employees shareholders customers suppliers and alliance partners and seekstheir continued patronage in future as well.

By Order of the Board
for Ajel Limited
Sd/-
Place: Mumbai Srnivasa Reddy Arikatla
Date: 04.09.2017 Managing Director
DIN: 01673552
Registered Office:
106 2nd Floor Link Plaza Commercial Complex
New Link Rd Oshiwara Jogeshwari (W)
Mumbai-400102 Maharashtra.

CERTIFICATE BY MANAGING DIRECTOR& CFO

We Srinivas Arikatla Managing Director and Mr. Balaram Reddy Chintakuntla ChiefFinancial Officer of AJEL LIMITED certify that:

A. We have reviewed financial statements and the cash flow statement for the year endedMarch 31 2017 and that to the best of our knowledge and belief:

i) These statements do not contain any materially untrue statement or omit any materialfact or contain statements that might be misleading;

ii) These statements together present a true and fair view of the company's affairs andare in compliance with existing accounting standards applicable laws and regulations.

B. There are to the best of our knowledge and belief no transactions entered into bythe company during the year which are fraudulent illegal or violative of the company'scode of conduct.

C. We accept responsibility for establishing and maintaining internal controls forfinancial reporting and that we have evaluated the effectiveness of internal controlsystems of the company pertaining to financial reporting and we have disclosed to theauditors and the Audit Committee deficiencies in the design or operation of such internalcontrols if any of which we are aware and the steps we have taken or propose to take torectify these deficiencies.

D. We have indicated to the auditors and the Audit committee

i. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and that the same havebeen disclosed in the notes to the financial statements; and

iii. Instances of significant fraud of which we have become aware and the involvementtherein if any of the management or an employee having a significant role in thecompany's internal control system over financial reporting.

By Order of the Board
for Ajel Limited
Sd/-
Place: Mumbai Srnivasa Reddy Arikatla
Date: 04.09.2017 Managing Director
DIN: 01673552
Registered Office:
106 2nd Floor Link Plaza Commercial Complex
New Link Rd Oshiwara Jogeshwari (W)
Mumbai-400102 Maharashtra.