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Allsoft Corporation Ltd.

BSE: 532327 Sector: IT
NSE: N.A. ISIN Code: INE347B01015
BSE 05:30 | 01 Jan Allsoft Corporation Ltd
NSE 05:30 | 01 Jan Allsoft Corporation Ltd

Allsoft Corporation Ltd. (ALLSOFTCORP) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 26 Annual Report and the Company's auditedaccounts for the financial year ended 31st March 2017.

FINANCIAL SUMMARY:

Particulars Year ended 31/03/2017 Year ended 31/03/2016
Net Sales 61.73 507.82
Expenditure 60.06 521.88
Profit (Loss) before tax (25.08) (14.05)
Provision for Tax (prior period tax) (1.85) 4.29
Deferred Tax Liability (Asset) 0.00 1.09
Net Profit (Loss) after taxes (23.23) (17.25)

BUSINESS PERFORMANCE

During the year under review your Company has recorded total revenue of Rs. 61.73/-Lacs as against Rs. 507.82/- lacs for the previous corresponding year. The Company hasincurred a loss of Rs. 23.23/- lacs against a loss of Rs.17.25/- lacs for the previouscorresponding year.

DIVIDEND

In view of the loss incurred the 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 Act 2013 and rules made there under during 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 thisAnnual Report.

In accordance with provisions of the Companies Act 2013 and Article of Association ofthe Company Mr. B Srinivas and Mr. M Naveen Kumar Director's 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.

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.

TRANSFER TO RESERVES:

Loss of Rs.23.23/- Lacs was transferred to reserves for the year ended 31.03.2017.

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 given in Annexure-I in the prescribed Form MGT-9 which forms partof this report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134 (5) of the Companies Act 2013 theDirectors 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 2013 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.

AUDITORS AND AUDITORS' REPORT:

As the term of present Auditors i.e. M/s. P. Murali & Co. CharteredAccountants is expired pursuant to the provisions of the Companies Act 2013 it isproposed to appoint M/s Chandra Babu Naidu & Co. Chartered AccountantsHyderabad (Firm's Registration No. 016016S) of the Company to hold office for a period of5 years till the conclusion of the 31 Annual General Meeting. The Board recommends theirappointment for your approval.

The Company has received letter from them to the effect that their appointment ifmade would be within the prescribed limits under section 141(3) (g) of the Companies Act2013 and they are . not disqualified for 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 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 'AnnexureII' 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) Regulations 2015forms 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)Regulations 2015 is attached to the Report on Corporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS

Pursuant to the provisions of SEBI (LODR) Regulations 2015 a report on Management

Discussion & Analysis is herewith annexed as Annexure - III to this report.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit (IA) functionis to maintain its objectivity and independence the Internal Audit function reports tothe Chairperson 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 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 if any.

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:

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 Act 2013 and the ListingAgreement / SEBI (LODR) Regulations 2015.

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

All Related Party Transactions are presented to the Audit Committee and to the Board.Omnibus approval is obtained for the transactions which are foreseeable and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe 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) Rules 2014 are given in AnnexureIV in Form AOC-2 to this report.

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 harassmenthave been ever received till FY 2016-2017.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are nosignificant material orders passed by the Regulators / Courts which would impact the goingconcern status of the Company and its future operations.

LISTING OF SECURITIES

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

DEMAT STATUS

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 Company particulars of whom are required to be furnishedunder Section 197 read with Rule 5 of The Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014. The industrial relations were cordial at all units ofthe Company.

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 Applicable tothe 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 Managing Directorforms part of this Report.

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
MANAGING DIRECTOR DIRECTOR
(DIN : 06502672) (DIN : 00629472)

Place: Secunderabad Date: 27.05.2017