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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 25th Annual Report and theCompany's audited accounts for the financial year ended 31st March2016.

FINANCIAL SUMMARY:

(Amount in Lakhs)
Particulars Year ended 31/03/2016 Year ended 31/03/2015
Net Sales 507.82 296.18
Expenditure 521.88 318.30
Profit (Loss) before tax (14.05) (22.12)
Provision for Tax (prior period tax 4.29 3.18
Deferred Tax Liability (Asset) 1.09 0.35
Net Profit (Loss) after taxes (17.25) (24.95)

BUSINESS PERFORMANCE

During the year under reviewyour Company has recorded total revenue of 507.82 Lacs asagainst Rs.296.18 lacs for the previous corresponding year.The Company has incurred a lossof Rs.17.25 lacs against a loss of Rs.24.94 lacs for the previous corresponding year.

DIVIDEND

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

PUBLIC DEPOSITS

The Company has not invited/accepted any public deposit within the meaning of section73 of the Companies Act2013 and rules made there underduring the year under review.

BOARD OF DIRECTORS

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

In accordance with provisions of the Companies Act2013 and Article of Association ofthe CompanyMr.K B S Raja Reddy & Mr.Ajay ChauhanDirector's of the Companyretires 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.

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 Act2013.

TRANSFER TO RESERVES:

Loss of Rs.1725079/- was transferred to reserves for the year ended 31.03.2016.

EXTRACT OF ANNUAL RETURN

In compliance with section 92(3)section 134 (3) (a) of the Companies Act2013 and rule11 of the Companies (Management and Administration) Rules2014 the extract of the annualreturn is given in Annexure-I in the prescribed Form MGT-9which forms part of thisreport.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to section 134 (5) of the Companies Act2013the Directors confirm that:-

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

(ii) They havein the selection of the accounting policiesconsulted 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 careto the best of their knowledge andabilityfor the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act2013 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.

AUDITORSAND AUDITORS' REPORT:

M/s.P.Murali & Co.Chartered AccountantsStatutory Auditors of the Companyholdsoffice 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-appointmentifmadewould be within the prescribed limits under section 141(3) (g) of the CompaniesAct2013 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.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules2014the Company hasappointed M/s.A.S.Ramkumar & AssociatesCompany Secretaries to undertake theSecretarial Audit of the Company.The Secretarial Audit Report is annexed as 'Annexure II'to this report.

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.

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.

REPORT ON CORPORATE GOVERNANCE

The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations2015forms 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 SEBI (LODR)Regulations2015 is attached to the Report on Corporate Governance.

MANAGEMENT'S DISCUSSION ANDANALYSIS

Pursuant to the provisions of SEBI (LODR) Regulations2015a report on ManagementDiscussion & Analysis is herewith annexed as Annexure - III to this report.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control Systemcommensurate with the sizescale andcomplexity of its operations.The scope and authority of the Internal Audit (IA) functionis to maintain its objectivity and independencethe Internal Audit function reports to theChairperson of the Audit Committee of the Board.

RISK MANAGEMENT POLICY:

The Company has instituted a proper mechanism for identifying and establishing controlsto effectively manage different kinds of risks viz.Trend Related RisksRaw MaterialRisksBrand Technology RisksOperational Quality RisksHuman Resources RisksRegulatoryRisks and Financial Risks.The management periodically reviews the risks and takes steps tomitigate 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 mismanagementif any.

FAMILIARISATION PROGRAMME

The Company has a Familiarization Programme which deals with familiarizing theIndependent Directors with the Companytheir rolesrightsresponsibilities in theCompanynature of the industry in which the Company operatesbusiness model of theCompanyetc.through various programmes.

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

PARTICULARS OF LOANSGUARANTEES OR INVESTMENTS:

The details are given in the notes to accounts.

PARTICULARS OF RELATED PARTY TRANSACTION:

All the related party transactions were entered on arm's length basis and are incompliance with the applicable provisions of the Companies Act2013 and the ListingAgreement/SEBI (LODR) Regulations2015.

There are no materially significant related party transactions made by the company withPromotersDirectors or Key Managerial Personnel etc.which may have potential conflict withthe interest of the company at large.

All Related Party Transactions are presented to the Audit Committee and to theBoard.Omnibus approval is obtained for the transactions which are foreseeable andrepetitive in nature.A statement of all related party transactions is presented before theAudit Committee on a quarterly basisspecifying the naturevalue and terms and conditionsof the transactions.Complete details mentioned in the Notes to accounts.

Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules2014 are given in Annexure IV inForm AOC-2 to this report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITIONAND REDRESSAL) ACT2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal)Act2013.An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.All employees(permanentcontractualtemporarytrainees) are covered under this policy.No complaintspertaining to sexual harassment have been ever received till FY2015-2016.

SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE 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.

LISTING OF SECURITIES

The Equity Shares of the Company are listed at Bombay Stock Exchange.

DEMATSTATUS

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees in the Companyparticulars of whom are required to be furnishedunder Section 197 read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules2014.The industrial relations were cordial at all units of theCompany.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservationTechnology absorptionforeign exchangeearnings and outgoas required to be disclosed under Section 134(3) (m) of the CompaniesAct2013 read with the Companies (Accounts) Rules2014 are not Applicable to the Company.

DECLARATION ABOUT COMPLIANCE WITH CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIORMANAGEMENT PERSONNEL

The Company has complied with the requirements about the Code of Conduct for Boardmembers and Senior Management Personnel.A compliance certificate by the ManagingDirectorforms partofthis Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutionsbanksgovernmentauthoritiescustomersvendors and members during the year under review.Your Directors alsowish to place on record their deep sense of appreciation for the committed services by theCompany's executivesstaff and workers

By Order of the Board of Directors
Sd/- Sd/-
B.SRINIVAS AJAY CHAUHAN
Place: Secunderabad MANAGING DIRECTOR DIRECTOR
Date: 10.08.2016 (DIN : 06502672) (DIN :00629472)

To

The Members

Allsoft Corporation Limited

Our report of even date is to be read along with this letter.

1.Maintenance of Secretarial record is the responsibility of the management of theCompany.Our responsibility is to express an opinion on these secretarial records based onour audit.

2.We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records.Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records.We believe that the process and practices we followed provide areasonable basis for ouropinion.

3.We have not verified the correctness and appropriateness of financial records andbooks of accounts ofthe Company.

4.Wherever requiredwe have obtained the Management representation about the complianceof lawsrules and regulations and happening of eventsetc.

5.The compliance of the provisions of corporate and other applicablelawsrulesregulationsstandards is the responsibility of management.Our examination waslimited to the verification of procedure on test basis.

6.The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor ofthe efficacy or effectiveness with which the management has conductedthe affairs ofthe Company.

For A S RAMKUMAR & ASSOCIATES
COMPANY SECRETARIES
Sd/-
A SRAMKUMAR
Place: Hyderabad Partner
Date: 10.08.2016 FCS 8149CP.9228

Form No.AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)ofthe

Companies(Accounts) Rules2014)

Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act2013 including certain arms length transactions under third proviso thereto

S.No. Particulars
1. Details of contracts or arrangements or transactions not at arm’s length basis:

NIL

(a) Name(s) of the related party and nature of relationship:
(b) Nature of contracts/arrangements/transactions:
(c) Duration of the contracts / arrangements/transactions:
(d) Salient terms of the contracts or arrangements or transactions including the valueif any:
(e) Justification for entering into such contracts or arrangements or transactions
(f) Date(s) of approval by the Board:
(g) Amount paid as advancesif any:
(h) Date on which the special resolution was passed in general meeting as required under first proviso to section 188:
2. Details of material contracts or arrangement or transactions at arm’s length basis:
(a) Name(s) of the related party and nature of relationship:

NIL

(b) Nature of contracts/arrangements/transactions:
(c) Duration of the contracts / arrangements/transactions:
(d) Salient terms of the contracts or arrangements or transactions including the valueif any:
(e) Date(s) of approval by the Boardif any:
(f) Amount paid as advancesif any:

 

By Order of the Board of Directors
Sd/- Sd/-
B.SRINIVAS AJAY CHAUHAN
Place: Secunderabad MANAGING DIRECTOR DIRECTOR
Date: 27.05.2016 (DIN : 06502672) (DIN :00629472)

DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITHTHE COMPANY'S CODE OF CONDUCT

I hereby declare that all the Board members and senior management personnel haveaffirmed compliance with Allsoft Corporation Limited code of conduct for the year ended31st March 2016.

Sd/-
B.SRINIVAS
Place: Secunderabad MANAGING DIRECTOR
Date: 27.05.2016 (DIN : 06502672)