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Allsoft Corporation Ltd.

BSE: 532327 Sector: IT
NSE: N.A. ISIN Code: INE347B01015
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Allsoft Corporation Ltd. (ALLSOFTCORP) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 24 Annual Report and the Company's auditedaccounts for the financial year ended 31st March 2015.

FINANCIAL SUMMARY:

(Amount in Lakhs)
Particulars Year ended 31/03/2015 Year ended 31/03/2014
Net Sales 296.18 1391.51
Total Expenditure 318.30 1398.23
Profit (Loss) before tax (22.12) (6.71)
Provision for Tax - -
Deferred Tax Liability (Asset) 0.35 0.30
Net Profit (Loss) after taxes (24.94) (7.03)

BUSINESS PERFORMANCE:

During the year under review your Company has recorded total revenue of Rs. 296.18lakhs The consolidated revenue from operations of the Company for the year ended 31stMarch 2015 was down due to sharp increase in all overhead expenses and in the cost of rawmaterial and in turn the cost of finished goods remained almost the same resulting intofall in the operating profit.

EXTRACT OF ANNUAL RETURN:

In compliance with section 92(3) section 134 (3) (a) of the Companies Act 2013 andrule 11 of the Companies (Management and Administration) Rules 2014 the extract of theannual return is Annexure-I as (Form No. MGT-9) with this report.

BOARD OF DIRECTORS:

Relevant information on composition of the Board and number of meetings is provided inBoard of Directors' section of Corporate Governance Report which forms part of this AnnualReport.

In accordance with provisions of the Companies Act 2013 and Article of Association ofthe Company Mr.Srinivas and Mr. Ajay Chauhan Directors of the Company retires byrotation and being eligible offers themselves for re-appointment and the declarations werereceived from them certifying that they meet the criteria of Director as prescribed.

The Board of Directors of the Company have appointed Mr. M. Naveen Kumar as AdditionalDirector with effect from 11th August 2015. Pursuant to the provisions of Section 161 ofthe Companies Act 2013 Mr. M. Naveen Kumar shall hold office up to the date of theensuing 24th Annual General Meeting of the Company. Considering his varied experience andexpertise your Board recommends his appointment as a Director of the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to section 134 (5) of the Companies Act 2013 the Directors confirm that:-

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures

(ii) They have in the selection of the accounting policies consulted the statutoryauditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of the financial year and of the profit of the Company for that period.

(iii) They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 1956 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities.

(iv) They have prepared the annual accounts on a going concern basis.

(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.

(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149 (6) of the Companies Act 2013 and Clause 49of the Listing Agreement.

NOMINATION & REMUNERATION POLICY:

The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination & Remuneration Committee and theBoard. More details on the same are given in the Corporate Governance Report.

RISK MANAGEMENT POLICY:

The Company has instituted a proper mechanism for identifying and establishing controlsto effectively manage different kinds of risks viz. Trend Related Risks Raw MaterialRisks Brand Technology Risks Operational Quality Risks Human Resources RisksRegulatory Risks and Financial Risks. The management periodically reviews the risks andtakes steps to mitigate identified risks.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a vigil Mechanism named Vigil Mechanism/ Whistle Blower Policy to dealwith instances of fraud and mismanagement.

FAMILIARISATION PROGRAMME:

The company has a Familiarization Programme which deals with familiarizing theindependent directors with the company their roles rights responsibilities in thecompany nature of the industry in which the company operates business model of thecompany etc. through various programmes.

The weblink to visit the policy on the company's website ishttp://www.allsoftcorporation.com

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

No Loans/Guarantees / Investments under Section 186 of the Companies Act 2013 havebeen made during the year. .

TRANSFER TO RESERVES:

In view of the loss incurred by the Company no profits are transferred to reserves.

DIVIDEND:

In view of the loss incurred the Board of Directors of the Company expresses theirinability to recommend any dividend for the year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition And Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.No complaints pertaining to sexual harassment havebeen ever received till FY 2014-2015.

AUDIT COMMITTEE:

Relevant information on composition of the Audit Committee and number of meetings isprovided in 'Audit Committee' section of Corporate Governance Report which forms part ofthis Annual Report.

AUDITORS AND AUDITORS' REPORT:

M/s. P. Murali & Co. Chartered Accountants Statutory Auditors of the Companyholds office till the conclusion of the ensuing Annual General Meeting and is eligible forre-appointment.

The Company has received letter from them to the effect that their re-appointment ifmade would be within the prescribed limits under section 141(3) (g) of the Companies Act2013 and they are not disqualified for re-appointment. The Notes on the FinancialStatements referred to in the Auditors' Report are self-explanatory and do not call forany further comments.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

PUBLIC DEPOSITS:

The Company has not invited/accepted public deposit within the meaning of section 73 ofthe Companies Act 2013 and rules made thereunder during the year.

REPORT ON CORPORATE GOVERNANCE:

The Report on Corporate Governance as stipulated under Clause 49 of the ListingAgreement with the Stock Exchanges in India forms part of this Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance withthe conditions of corporate governance as stipulated under the aforesaid Clause 49 isattached to the Report on corporate governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented ina separate section and forming part of the Annual Report.

LISTING OF SECURITIES:

The Equity Shares of the Company are listed at Bombay Stock Exchange The Company hadduly paid the listing fees to the Bombay Stock Exchange for the financial 2015-16.

DEMAT STATUS:

The Company's shares are presently held in both electronic and physical modes.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. A. S. Ramkumar & Associates Company Secretaries to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed as 'Annexure II'to this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names and other particulars of the employees drawing remuneration inexcess of the limits set out in the said rules are provided in the Annual Report.

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

The particulars relating to energy conservation Technology absorption foreignexchange earnings and outgo as required to be disclosed under Section 134(3) (m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 are Not Applicableto the Company.

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.

By Order of the Board of Directors
Sd/- Sd/-
B. SRINIVAS AJAY CHAUHAN
Place: Secunderabad MANAGING DIRECTOR DIRECTOR
Date: 14.08.2015 (DIN : 06502672) (DIN : 00629472)

ANNEXURE - 2

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED March 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

SECRETARIAL AUDIT REPORT OF M/S. ALLSOFT CORPORATION LIMITED

FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

To

The Members

Allsoft Corporation Limited

Ground Floor of 91 Bhuvana Towers S D Road Secunderabad 500003.

We have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. Allsoft CorporationLimited. Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances and expressing ouropinion thereon.

Based on our verification of the M/s. Allsoft Corporation Limited books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit We hereby report that in our opinion the companyhas during the audit period covering the financial year 2014-2015 complied with thestatutory provisions listed hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. Allsoft Corporation Limited for the financial year ended on 31March 2015 according to the provisions of:

i. The Companies Act 2013 (the Act) and the rules made thereunder;

ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder; (Not applicable to the company during the period under review);

iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings (Not applicable to the company during the period under review); v.The following Regulations and Guidelines prescribed under the Securities and ExchangeBoard of India Act 1992 ('SEBI Act'):

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not applicable to the company during the period underreview);

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not applicable to the company during theperiod under review);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the company during the period under review);

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not applicable to the company during the period under review);

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the company during the period under review).

vi. Further we have also examined delays in compliance with the applicable clauses ofthe following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with the Stock Exchanges.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines and Standards subject to the followingobservations / qualifications:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not Applicable to company during the period underreview);

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 (Not Applicable to company during theperiod under review);

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not Applicable to company during the period under review);

f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not Applicable to company during the period under review);

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not Applicable to company during the period under review). Memorandum and Articles ofAssociation of the Company .

vi. Further we have also examined delays in compliance with the applicable clauses ofthe following:

i. Secretarial Standards issued by The Institute of Company Secretaries of India.

ii. The Listing Agreements entered into by the Company with the Stock Exchanges.

During the period under review the Company has complied with the provisions of theAct Rules Regulations Guidelines and Standards subject to the following observations /qualifications:

a) The Company has appointed Mr. S.P.S.Raj Kumar as Chief Financial Officer of theCompany with effect from 30th July 2014 in the Board meeting held on even date howeverpursuant to the provisions of Section 203 of the Companies Act 2013 read with rule 8 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyis required to appoint Chief Financial Officer of the Company with effect from 01st April2014.

b) The Company has not appointed Company Secretary;

c) Observed delays in compliance/non-compliance with some clauses of Listing Agreement;

d) Observed delays in compliance/non-compliance with some provisions of the CompaniesAct 2013.

We further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

Majority decision is carried through and there were no instances of dissenting membersin the Board of Directors.

Relying on the representation given by the Company and its officers with regard toadequate systems and processes in the Company to monitor and the ensure the Compliancewith applicable laws rules etc. and based on the review done by us we report thatthere are systems and processes to monitor and ensure compliance with applicable lawsrules regulations and guidelines and there is need for its improvement for its adequacy.

We further report that during the audit period the company does not have any majorevents / actions which either directly or indirectly effect the company affairs inpursuance of the above referred laws rules regulations guidelines standards etc.

For A S RAMKUMAR & ASSOCIATES
COMPANY SECRETARIES
Sd/-
A S RAMKUMAR
Place: Hyderabad Partner
Date: 14.08.2015 FCS 8149 CP.9228

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