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Allied Digital Services Ltd.

BSE: 532875 Sector: IT
NSE: ADSL ISIN Code: INE102I01027
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VOLUME 13097
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OPEN 26.30
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VOLUME 13097
52-Week high 46.40
52-Week low 18.75
P/E
Mkt Cap.(Rs cr) 138
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Allied Digital Services Ltd. (ADSL) - Director Report

Company director report

To

The Members

Allied Digital Services Limited

Your Directors have pleasure in presenting the Twenty Third Annual Report ofAllied Digital Services Limited on the business and operations of your Company togetherwith the Audited Standalone and Consolidated financial statements for the year ended 31stMarch 2017.

1. FINANCIAL RESULT:

Indian Accounting Standards:

The financial statements of the Company have been prepared in accordance with theIndian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act 2013read with Rule 7 of the Companies (Accounts) Rules 2014.

The financial statement for the financial year ended 31st March 2017 arethe Company's first Ind AS compliant annual financial statements with comparative figuresfor the year ended 31st March 2016 also under Ind AS with a transition dateof 01st April 2015 and IGAAP as the previous GAAP:

The following are the areas which had an Impact on account of transition to Ind AS:

- business combinations including recording of intangible and deferred taxes andaccounting for common control transactions;

- fair valuation of certain financial instruments;

- employee costs pertaining to defined benefit obligations;

- Discounting of certain long-term liabilities;

- share based payments.

The reconciliations and descriptions of the effect of transition from IGAAP to Ind AShave been provided in Note 29 in the notes to accounts in the standalone and consolidatedfinancial statements.

Key highlights of the financial statements of the Company for the year ended 31stMarch 2017:

The Company's performance for the year ended 31st March 2017 as compared tothe previous financial year is summarized below:

(' in Lakhs)

STANDALONE

CONSOLIDATED

Particulars 2016-17 2015-16 2016-17 2015-16
Total Operational Income 7810.42 10340.70 21530.25 23705.82
Other Income 639.22 629.34 193.65 568.07
Total Income 8449.63 10970.04 21723.90 24273.89
Less: Operating Expenditure 4897.84 7432.36 17458.49 19588.80
Profit before Interest Depreciation Amortization Tax & Exceptional Item 3551.79 3537.68 4265.41 4685.09
Less: Depreciation 1355.95 1596.65 2142.49 2175.00
Less: Finance cost 1504.85 1863.66 1578.28 1908. 30
Profit before Tax and Exceptional Item 690.98 77.37 544.63 601.79
Exceptional Item - - - -
Profit before Tax 690.98 77.37 544.63 601.79

STANDALONE

CONSOLIDATED

Particulars 2016-17 2015-16 2016-17 2015-16
Less: Provision for Taxation 160.00 55.00 220.61 206.67
Less: Deferred Tax Liability 354.11 (22.10) 354.00 (22.11)
Net Profit after tax 176.87 44.47 (29.98) 417.23
Other Comprehensive Income 46.98 37.89 455.33 11.52
Shares of Profit/(Loss) of Associates & Joint Ventures - - (4.67) -
Total Comprehensive Income (after tax) 223.85 82.36 420.68 428.75
Attributable to Owners of the Parent - - 378.03 351.75
Attributable to Non-Controlling Interest - - (42.65) (77.00)
Paid-up equity share capital (Face Value of ' 5/-) 2510.28 2510.28 2510.28 2510.28
Reserves Excluding Revaluation Reserves as per balance sheet of previous accounting year 42457.41 42591.06 41686 41665
Earning per Share (Refer Note 9)
Basic 0.35 0.10 (0.07) 0.90
Diluted 0.35 0.10 (0.07) 0.90

2. RESULT OF OPERATING PERFORMANCE ONGOING PROJECTS & STATE OF AFFAIRS:

Considering the challenging environment of the global as well as the Indian economythe Company's performance was lower than the targets but with the strict cost controlmeasures the Company was able to improve its PBT margins to 8.18% of the total income ascompared to less than one percent of revenue for the previous financial year.

The state of affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this report.

a. Consolidated Financial Statements:

In accordance with the Companies Act 2013 ("the Act") and implementation ofIndian Accounting Standards (Ind AS) Rules on accounting and disclosure requirementswhich is applicable to the Company from the current year and as prescribed underRegulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the audited consolidated financial statements is provided in the Annual Report.

The Consolidated Financial Statements for the financial year ended 31stMarch 2017 are the Company's first Ind AS complied annual consolidated financialStatements with comparative figures for the year ended 31st March 2016 alsounder Ind AS with a transition date of 01st April 2015 and IGAAP as theprevious GAAP.

b. Revision of Financial Statement:

There was no revision of the financial statements pertaining to previous financialyears during the year under review.

c. Disclosure of Internal Financial Controls

The Company has adopted policies and procedures for ensuring the orderly and effectiveconduct of its business including adherence to the Company's policies for safeguarding ofits assets the prevention and detection of fraud error reporting mechanism the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosures.

During the year such controls were tested and no reportable material weakness in thedesign or operation was observed.

3. RECENT DEVELOPMENTS:

The company has strategically aligned its ship for today and next generationtechnologies by putting focus on training research and new business models for servicesand product development. Internationally the company has added partnerships to get newsubcontract business as well as strengthened the down-stream partnerships to deliverquality services. ADiTaaS ITSM platform has acquired customers like 'Air India" inIndia "Embed" in UK "Boyd group" in UK and many indirect customers.A lot of service automation capability has been achieved this year. This has furtherenhanced capabilities to deliver next generation managed services and also support DevOpsenvironments.

4. TRANSFER TO RESERVES:

The Company has not recommended transfer of any amount of profit to reserves during theyear under review. Hence the entire amount of profit for the year under review has beencarried forward to the Profit and Loss surplus account.

5. DIVIDEND:

Considering the working capital requirement for the future businesses it was decidedto retained the profit earned in the Company for the current financial year.

6. REPORT ON HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES ASSOCIATES AND JOINT VENTURECOMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY:

a. As on 31st March 2017 the Company has seven subsidiaries and twoassociate company. The Company did not have any joint venture company. Following are thedetails of subsidiary and associate companies:

Sr. No. Name of Company Subsidiary / Joint ventures/ Associate Company Date of becoming of Subsidiary / Joint ventures/ Associate Company.
1. Allied Digital Services LLC (USA) Subsidiary 02nd July 2008
2. Allied Digital INC (USA) Subsidiary 31st October 2007
3. Allied Digital Singapore Pte Limited Subsidiary 12th October 2010
4. Allied Digital Asia Pacific Pty Limited (Australia) Subsidiary 16th September 2010
5. En Pointe Technologies India Private Limited Subsidiary 29th December 2006
6. Allied-eCop Surveillance Private Limited Subsidiary 06th August 2007
7. Allied Digital Services (UK) Ltd. Subsidiary 04th December 2013
8. Assetlite Equipment India Private Limited Associate 26th September 2009
9. Soft Shell System (I) Private Limited Associate 07th August 2015

The statement containing the salient features of the financial of subsidiaries andassociates in the prescribed Form AOC-1 is appended as Annexure I to the Board'sReport. The statement provides the details of performance and financial positions of eachof the Subsidiaries and Associates of the Company and hence not repeated here for the sakeof brevity.

b. Material Subsidiaries:

Except Allied LLC none of the subsidiaries mentioned above is a material subsidiarywhose income or net worth in the immediately preceding accounting year exceeds twentypercent of the consolidated income or net worth respectively of the Company and itssubsidiaries.

The Policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link:

https://www.allieddigital.net/in/downloads/Inv_Policies/Policy_on_Determination_of_MaterialSubsidiaries.pdf

During the year the Board of Directors reviewed the affairs of the subsidiaries fromtime to time and there has been no material change in the nature of the business ofsubsidiaries.

7. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

There have been no material changes and commitments affecting the financial positionof the Company which has occurred between the end of the financial year to which thefinancial statements relate and date of said report.

8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under clause (m) of sub-section (3) of Section 134 of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are asfollows:

A. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy:

Your Company is a service based industry and does not conduct any activities related tomanufacturing. Your Company has always considered energy and natural resource conservationas a focus area and has been consciously making efforts towards its conservation. Eventhough the operations of the Company are not energy intensive the Company on continuousbasis takes measures for conservation of power and other utilities.

Your Company has taken several sustainable steps voluntarily to contribute towardsbetter environment. Select few steps/impact are listed below:

a) Use of natural Lightning and natural ventilation;

b) Use of energy efficient electric equipment;

c) Educating employees and workers for energy conservation.

(ii) Steps taken by the company for utilizing alternate sources of energy:

The Company is using electricity as main source of its energy requirement however itcontinuously explored the possibilities of using alternate source of energy.

(iii) Capital investment on energy conservation equipment's:

For the year under review there was no investment in energy conservation equipment's.

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption:

The Company evaluates the best available technology for improving its performance andquality of its service operations.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:

The Company has not absorbed/used or acquired any new technology during the year.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

No technology was imported during the three preceding years under review.

iv. Expenditure incurred on Research and Development:

No expenditure was incurred on research and development by the Company during the yearunder review.

C. 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:

(' in Lakhs

Particulars 2016-17 2015-16
Earnings 2732.85 2874.17
Outflow (including Capital imports) 220.31 717.37
Net Foreign Exchange Earnings (NFE) 2512.54 2156.81
NFE / Earnings (%) 92 75

9. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report on Company's performanceindustry trends and other material changes with respect to Company and its subsidiarieswherever applicable are presented in a separate section forming a part of this AnnualReport.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) and section 134(3)(a) of the Companies Act 2013 extract ofthe Annual Return as on March 31 2017 is in Form MGT-9 which is enclosed as AnnexureII to this report.

11. DEPOSITS:

Your Company has not accepted any deposits from public during the year under review.There are certain outstanding fixed deposits accepted in earlier years from the public ason the Balance Sheet date falling within the ambit of Section 73(1) of the Companies Act2013 read with the Companies (Acceptance of Deposits) Rules 2014.

The details relating to deposits covered under Chapter V of the Act:

(' in Lakhs)

Particulars 2016-17 2015-16
Deposits accepted during the year --- ---
Deposits unpaid or unclaimed at the end of the year 432.39 445.78
Default in repayment of deposits or payment of interest thereon 507.98 212.70

Further following are the details relating to the default in repayment of deposits orpayment of interest thereon:

(' in Lakhs)

Particulars At the beginning of the year Maximum during the year At the end of the year
Total amount involved 212.70 507.98 507.98

12. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for Five (5)times during the year i.e. on 23rd May 2016 01st September 201604th November 2016 14th December 2016 and 13thFebruary 2017. The meeting details are provided in Corporate Governance Reportthat forms part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days as prescribed inSection 173 of Companies Act 2013.

13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Paresh Shah resigned from the position of Director of the Company. Howeverconsidering his long term relations with the Company and his experience in the field atthe request of the Nomination and Remuneration Committee he rejoined the Board as anAdditional Director and has been nominated as Executive Director and Chief ExecutiveOfficer (CEO) of the Company.

The Board of Directors accepted the resignation of Mr. Ravindra Joshi CompanySecretary of the Company with effect from 08th February 2017 and consequentlypursuant to the provisions of Section 203 of the Companies Act 2013 the Board ofDirectors appointed Ms. Neha Sunil Bagla as the Company Secretary and Compliance Officerof the Company w.e.f. May 26 2017.

As per the provisions of Section 152 of the Companies Act 2013 Mr. Prakash Shah willretire by rotation at the ensuing Annual General Meeting of the Company and beingeligible has offered himself for re-appointment. The Board recommends his re-appointment.

In accordance with the provisions of the Act none of the Independent Directors isliable to retire by rotation.

14. DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013:

The Company has received and taken on record the necessary declaration from IndependentDirectors in accordance with Section 149(7) of the Companies Act 2013 confirming theirindependence vis-a-vis the Company as laid out in Section 149(6) of the Companies Act2013.

15. INTERNAL CONTROL SYSTEMS:

The Company has robust internal control systems and procedures commensurate with thenature of the Company's business and size and complexity of its operations. The Companyhas adopted policies and procedures for ensuring the orderly and efficient conduct of thebusiness including adherence to the Company's policies the safeguarding of its assetsthe prevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarization Programmefor Independent Directors to familiarize them with the working of the Company theirroles rights and responsibilities vis-a-vis the Company the industry in which theCompany operates business model etc. The familiarisation programme for IndependentDirector is available on the website of the Company on the following link:

https://www.allieddigital.net/in/downloads/Inv_Policies/Familiarisation_Programme_Independent_Directors.pdf

17. DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2017 theBoard of Directors to their best of knowledge and ability hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation and there are no material departures;

b. such accounting policies and applied them consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at 31st March 2017 and of the profitof the Company for that period;

c. proper and sufficient care has been 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 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 are adequate and operating effectively.

18. COMMITTEES OF BOARD:

The Board of Directors of your Company has constituted Committee(s) as mandated underthe provisions of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There are currently five committees of the Board namely:

- Audit Committee;

- Nomination and Remuneration Committee;

- Shareholder's Relationship Committee (formerly known as Shareholders/ InvestorsGrievance Committee);

- Corporate Social Responsibility Committee; and

- Management Committee.

Details of Committees along with their charter composition and attendance at theCommittee Meetings are provided in Corporate Governance Report which forms part of thisReport.

I. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee of the Board has been constituted as per theprovisions of Section 178 of the Companies Act 2016 read with Regulation 19 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 which inter-alia recommends tothe Board the criteria for appointment of Director(s) along with the compensation terms ofExecutive Directors Managerial Personnel's.

The Board has approved the Nomination and Remuneration Policy for Directors KeyManagerial Personnel and all other employees of the Company. The said policy is hosted onthe website of the Company. The Web link of the same is as follows:

https://www.allieddigital.net/in/downloads/Inv_Policies/Nomination_Remuneration_policy.pdf

II. AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors of the Company is inaccordance with the provisions of Section 177 of the Companies Act 2013 read withRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.During the year under review the Board of Directors of the Company had accepted all therecommendations of the Audit Committee.

III. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Corporate Social Responsibility Committee is duly constituted as per provisions ofSection 135 of the Companies Act 2013 consisting of three (3) Directors of which two (2)Directors are Non-Executive Independent Directors and the Chairman is an IndependentDirector. The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company monitoring the implementation of theframework of the CSR Policy and recommending the amount to be spent on CSR activities. Thedetailed report on CSR activities is attached as Annexure III to this report.

The key philosophy of the Company's CSR initiative is to promote development throughsocial and economic transformation. The CSR Policy of the Company can be accessed on theCompany's website in the link provided herein below:

https://www.allieddigital.net/in/downloads/Inv_Policies/CSR%20Policy.pdf

19. THE VIGIL MECHANISM:

The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns andto ensure strict compliance with ethical and legal standards across the Company. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014.

The employees of the Company have the right to report their concern or grievance to theChairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Whistle BlowerPolicy is hosted on the website of the Company at:

https://www.allieddigital.net/in/downloads/Inv_Policies/Whistle_blower_and_vigil_mechanism.pdf

20. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under: a. Statutory Auditor

Observations of Statutory Auditors on accounts for the year ended 31s* March2017:

The Auditors Report to the Shareholders for the financial year ended on 31stMarch 2017 does not contain any qualification or observation. The notes to accountsreferred to in Auditors' Report are self-explanatory and therefore do not call for anyfurther explanation or comments from the Board except as mentioned below under Section134(3) of the Companies Act 2013.

Ratification of appointment of Statutory Auditor:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. Shah & Taparia Chartered Accountants Mumbaihaving Firm Registration Number 109463W the Statutory Auditors of the Company have beenappointed for a term of 5 years at the Annual General Meeting held on 25thSeptember 2014. However their appointment as Statutory Auditors of the Company shallrequire to be ratified by the Members at the ensuing Annual General Meeting. The Companyhas received a confirmation from the said Auditors that they are not disqualified to actas the Auditors and are eligible to hold the office as Auditors of the Company.

b. Secretarial Auditors

Secretarial Audit Report for the year ended 31st March 2017:

Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 the Board of Directors has appointed M/s. Pramod S. Shah & AssociatesPracticing Company Secretaries Mumbai as Secretarial Auditors to conduct SecretarialAudit of the Company for Financial Year 2016-17. The Report of the Secretarial Audit inForm MR-3 for the financial year ended 31st March 2017 issued by the saidSecretarial Auditors is attached as Annexure IV and forms part of this report. Thesaid Secretarial Audit Report is self the explanatory along with the Management Reply asrequired under the Companies Act 2013.

Appointment of Secretarial Auditor of the Company:

Pursuant to the provisions of Section 204 and 179(3) of the Companies Act 2013 readwith Rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014 the Board ofDirectors of the Company has appointed M/s. Rathi & Associates Practicing CompanySecretaries as a Secretarial Auditors of the Company for the Financial Year 201718.

c. Internal Auditor

Pursuant to the provisions of Section 138 and Section 179(3) of the Companies Act 2013read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules 2014 theDirectors of the Company has appointed M/s. Satya Prakash Natani & Co. (FirmRegistration No. 115438W) Mumbai as Internal Auditors of the Company for the FinancialYear 2017-18.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

All transactions entered into with related parties during the year were on arm's lengthbasis in the ordinary course of business and in line with the threshold of materialitydefined in the Company's policy on Related Party Transactions which can be accessedthrough weblink:

https://www.allieddigital.net/in/downloads/Inv_Policies/Related_Party_Transaction_Policy.pdf.

There have been no materially significant related party transactions between theCompany and related parties except for those disclosed in the financial statements.

All Related Party Transactions are placed on a quarterly basis before the AuditCommittee and also before the Board for approval. Prior omnibus approval of the AuditCommittee is obtained for the transactions which are of a foreseeable and repetitivenature.

The particulars of contracts or arrangements with related parties referred to inSection 188(1) and applicable rules of the Companies Act 2013 in Form AOC-2 is providedas Annexure V of this Annual Report.

22. ANNUAL EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees andof individual directors by seeking their inputs on various aspects of Board/CommitteeGovernance.

The aspects covered in the evaluation includes Board Composition Strategicorientation Board Functioning and Team Dynamics leadership style contribution andmonitoring of corporate governance practices fulfilment of Directors' obligations andfiduciary responsibilities including but not limited to active participation at theBoard and Committee meetings.

The Nomination and Remuneration Committee considered and discussed the inputs receivedfrom the Directors and outcome of such evaluation process was satisfactory whichreflected the overall engagement of the Board and its Committees with the Company.

Further the Independent Directors at their meeting reviewed the performance of BoardChairman of the Board and of Non-Executive Directors.

23. PARTICULARS OF LOANS ADVANCES GUARANTEES OR INVESTMENTS:

Pursuant to section 186 of Companies Act 2013 and Schedule V of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") disclosure on particulars relating to Loansadvances guarantees and investments are provided as part of the financial statements.

24. ESOP 2010:

The members at the annual general meeting held on 29th September 2010approved Employees Stock Option Plan (ESOP 2010). The Company had granted total 502500options under "ESOP 2010" to the eligible employees in tranches out of total3000000 grants allocated under the effective ESOP scheme. During the financial yearended 31st March 2017 no options were granted to employee of the Company orits' Subsidiary. Each option entitles the holder thereof to apply for and be allottedEquity Shares of the Company upon payment of the exercise price during the exerciseperiod.

The details of present ESOP are given in the table:-

PARTICULARS ESOP 2010 GRANT
Total Options granted by the plan (no.) 502500
Pricing formula on date of grant Fair Market Value
Options granted during the year (no.) Nil
Weighted average price per Option granted (?) N.A
Variation in terms of Options N.A
Options exercised during the year (no.) Nil
Money raised on exercise of Options (Lakhs) Nil
Options forfeited and lapsed during the year (no.) Nil
Total number of Options in force at the end of the year (no.) 487500
Grant to senior management Nil
Employees receiving 5% or more of the total number of Options granted during the year N.A
Employees granted Options equal to or exceeding 1% of the issued capital Nil
Diluted EPS in accordance with [AS-20] N.A

25. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

Information required pursuant to Section 197 (12) of the Companies Act 2013 read withRule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided as Annexure VI to this report.

The further details with regard to payment of remuneration to Directors and KeyManagerial Personnel are provided in Form No. MGT-9 Extract of annual return appended as AnnexureII.

26. PARTICIPATION IN THE GREEN INITIATIVE:

The Company continues to wholeheartedly participate in the Green Initiative undertakenby the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India(SEBI) for correspondences by Corporate to its Members through electronic mode.Accordingly all the Members are requested to join the said program by sending theirpreferred e-mail addresses to the Registrar and Share Transfer Agent.

27. CORPORATE GOVERNANCE CERTIFICATE:

As required by Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the auditors' certificate on corporate governance is annexed to theBoards' Report. In addition to the certificate by the auditors the Practicing CompanySecretaries has also issued a certificate on corporate governance as part of thesecretarial audit.

28. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

During the year ended 31st March 2017 no complaints have been receivedpertaining to sexual harassment.

29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

30. RISK MANAGEMENT:

The Company's robust risk management framework identifies and evaluates all the risksthat the organization faces such as strategic financial credit market liquiditysecurity property legal regulatory reputational and other risks. The Companyrecognizes that these risks need to be managed and mitigated to protect its shareholdersand other stakeholders to achieve its business objectives and enable sustainable growth.The risk framework is aimed at effectively mitigating the Company's various business andoperational risks through strategic actions. Risk management is integral part of ourcritical business activities functions and processes. The risks are reviewed for thechange in the nature and extent of the major risks identified since the last assessment.It also provides control measures for risks and future action plans.

The Company believes that the overall risk exposure of present and future risks remainswithin risk capacity.

31. Fraud Reporting:

During the year under review there were no material or serious instances of fraudfalling within the purview of Section 143 (12) of the Companies Act 2013 and rules madethereunder by officers or employees reported by the Statutory Auditors of the Companyduring the course of the audit conducted.

32. GENERAL:

Your Directors state no disclosure or reporting is required in respect of the followingitems as there are no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme;

3. Neither the Managing Director nor the Whole-time Director of the Company receivedany remuneration or commission from any of its subsidiaries.

33. ACKNOWLEDGMENT:

The Board wishes to place on record its sincere appreciation of the contributions madeby the employees of the Company and its subsidiaries during the year under review.Directors thank the customers clients vendors and other business associates for theircontinued support in the Company's growth.

The Directors also wish to thank the Government Authorities Financial Institutions andShareholders for their co-operation and assistance extended to the Company.

For and on behalf of the Board of Directors of

Allied Digital Services Limited
Nitin Shah Prakash Shah
Place: Mumbai Chairman & Managing Director Whole Time Director
Date: August 11 2017 DIN:00189903 DIN:00189842

ANNEXUREI

FORM AOC 1

[Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014] Statement containing salient features of thefinancial statement of subsidiaries or associate companies or joint ventures

Part "A": Subsidiaries

(Information in resDect of each subsidiary is Dresented with amounts in Lakhs'!

1 Name of the subsidiary Allied Digital Services LLC(USA) Allied Digital INC (USA) Allied Digital Singapore Pte Ltd. Allied Digital Asia Pacific PTY LTD (Australia) Allied Digital Services (UK) Ltd. Allied-eCop Surveillance Pvt. Ltd. En Pointe Technologies India Pvt. Ltd.
2 Nature of the Company Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary Subsidiary
3 Reporting period for the subsidiary concerned if different from the Holding Company’s reporting period March 31 2017 March 31 2017 March 31 2017 March 31 2017 March 31 2017 March 31 2017 March 31 2017
4 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of Foreign Subsidiaries USD @$ 64.84/- USD @$ 64.84/- SGD @ $ 46.42/- AUD @ $ 49.47 GBP @ 80.88
5 Share capital 3890.32 0.00 0.00 0.05 0.81 10.75 1.00
6 Reserves & surplus (458.97) (932.63) (6.91) (368.13) 110.11 (13.62) 68.38
7 Total assets 8800.31 8431.92 11.15 20.25 151.12 11.34 69.70
8 Total Liabilities 8800.31 8431.92 11.15 20.25 151.12 11.34 69.70
9 Investments Nil 8431.46 Nil Nil Nil Nil Nil
10 Turnover 15760.78 Nil Nil Nil 417.56 Nil Nil
11 Profit before taxation 262.22 Nil Nil (1.22) 43.71 Nil Nil
12 Provision for taxation 52.57 Nil Nil Nil 8.05 Nil Nil
13 Profit after taxation 209.65 Nil Nil (1.22) 35.66 Nil Nil
14 Proposed Dividend Nil Nil Nil Nil Nil Nil Nil
15 % of shareholding 51 100 100 100 95 80.01 100

Notes:

1. Names of subsidiaries which are yet to commence operations: Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year: NotApplicable

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures (Information in respect of each associate is presented withamounts in Lakhs)

Names of Associates/ Joint Ventures Assetlite Equipment India Private

Limited

Softshell Systems India Private Limited
1 Latest audited Balance Sheet Date March 31 2017 March 312017
2 Shares of Associates/ Joint Ventures held by the company on the year end Nil
No of Shares Nil 117924
Amount of Investment in of Associates/ Joint Venture Nil Rs. 600 Lakhs
Extent of Holding % Nil 40.68%
3 Description of how there is significant influence Common Directorship in the Company Equity shareholding of more than 20% of the total capital
4 Reason why the associate/ joint venture is not consolidated Financial Statements of are Assetlite Equipment India Private Limited consolidated by the Company Financial Statements of are Softshell Systems India Private Limited consolidated by the Company
5 Net worth attributable to Shareholding as per latest audited Balance Sheet Rs. 51.93 Lakhs Rs. 678.48 Lakhs
6 Profit/ Loss for the year
i. Considered in Consolidation 0 (4.67)
i. Not Considered in Consolidation - -

 

For and on behalf of the Board of Directors of Allied Digital Services Limited

Nitin Shah Prakash Shah
Place: Mumbai Chairman & Managing Director Whole Time Director
Date: August 11 2017 DIN:00189903 DIN:00189842