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California Software Company Ltd.

BSE: 532386 Sector: IT
NSE: CALSOFT ISIN Code: INE526B01014
BSE LIVE 15:15 | 15 Feb 8.60 0.05
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8.60

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NSE LIVE 13:03 | 08 Jul Stock Is Not Traded.
OPEN 8.60
PREVIOUS CLOSE 8.55
VOLUME 10
52-Week high 11.25
52-Week low 5.50
P/E 1.22
Mkt Cap.(Rs cr) 10.64
Buy Price 8.60
Buy Qty 90.00
Sell Price 8.97
Sell Qty 205.00
OPEN 8.60
CLOSE 8.55
VOLUME 10
52-Week high 11.25
52-Week low 5.50
P/E 1.22
Mkt Cap.(Rs cr) 10.64
Buy Price 8.60
Buy Qty 90.00
Sell Price 8.97
Sell Qty 205.00

California Software Company Ltd. (CALSOFT) - Director Report

Company director report

Dear Shareholders

Your Directors presenting their Report on the Business & Operations of your Companyand its working results for the year 2015-16.

1. FINANCIAL RESULTS

All figures in $ Crores except for EPS

Consolidated

Standalone

Year ended Year ended Year ended Year ended
Details 31-Mar-16 31-Mar-15 31-Mar-16 31-Mar-15
Total Revenues 3.68 3.69 3.68 3.63
Total Expenses 5.02 17.75 4.98 17.24
Profit before exceptional and extra-ordinary items and tax (1.34) (14.05) (1.30) (13.61)
Exceptional items (0.16) 1.05 Nil (1.49)
Profit before extraordinary items and tax (1.17) (15.10) (1.30) (12.12)
Profit before Tax (1.17) (15.10) (1.30) (12.12)
Current Tax Nil Nil Nil Nil
Deferred Tax Nil Nil Nil Nil
Loss for the year (1.17) (15.10) (1.30) (12.21)
paid up equity capital 12.36 12.36 12.36 12.36
Earning per share (EPS) for the year (Rs)
i) Basic (0.95) (12.21) (1.05) (9.80)
ii) Diluted (1.05) (12.21) (1.05) (9.80)

*Note: Previous year's figures have been reclassified wherever necessary to conform tocurrent year classification.

2. DIVIDEND

The Company and the Group incurred a loss for the year and have accumulated negativereserves as at the year end. Hence no dividend could be declared for the financial year.

3. BUSINESS UPDATE AND OUTLOOK

With the cessation of the company's businesses in 2011 which were incurring heavylosses; and now the disposal of RVC Towers which was costing significantly more ininterest than it was earning in rentals the emergency surgery on the Company is complete.We are grateful to the Company's major shareholder for standing by the Company andconsistently providing management and financial support in order to allow this process totake place in an orderly manner.

The Directors feel that the Company's listing has some value and aim to find a buyerprepared to accept the uncertain potential liabilities in the company in order to haveaccess to the company's listed status in a reverse takeover. However this is likely totake some time and meanwhile the company has very limited cash resources on which tosurvive and no prospect of any income unless it can find a buyer. The company's majorshareholder has indicated that it does not intend to inject further funds so there isconsiderable uncertainty as to whether this strategy can be executed in time.

RESULTS OF OPERATIONS

I - Consolidated Results

During the year your Company on a consolidated basis with all its subsidiaries earnedtotal revenue of $ 3.68 Crores as against $ 3.69 Crores earned during the previous year.The profit before tax during the year is $ (1.17) Crores as against $ (15.10) Crores forthe previous year.

After taking into account the tax provisions and adjustments for minority interestprior period adjustments and extraordinary items if any the loss for the year is $ (1.17)Crores as against a loss of $ (15.10) Crores of the previous year.

II - Standalone Results

During the year your Company on a standalone basis earned total revenue of $ 3.68Crores as against $ 3.63 Crores earned during the previous year. The profit before taxduring the year is $ (1.30) Crores as against $ (12.12) Crores of the previous year.

After taking into account the tax provisions and adjustments the loss for the year was$ (1.30) Crores as against a loss of $ (12.12) Crores for the previous year.

4. REVIEW OF SUBSIDIARIES

I - Aspire Communications Private Ltd

The Consolidated results of Aspire including its wholly owned Subsidiary AspirePeripherals Limited have been taken into Company's Consolidated results for the full year.Aspire on a consolidated basis has reported revenues of $ 6244/- with profit of $1283604/- against the consolidated reported revenues of $ 27806 with a loss of $ 2.71Crore of the previous year. The Company and its subsidiary are in the process ofliquidation.

5. CONSOLIDATED RESULTS PUBLICATION

As per Section 129 of the Companies Act 2013 a copy of the Balance Sheet Profit andLoss Account Report of the Board of Directors and the Report of the Auditors of the abovesubsidiary companies have not been attached with the Balance Sheet of the Company. TheCompany will make available these documents upon request in writing to the CompanySecretary at the Registered Office of the Company by any member of the Company interestedin obtaining the same.

However as required under the Listing Agreements with the Stock Exchanges theConsolidated Financial Statements of the Company and all its Subsidiaries as prepared inaccordance with Indian GAAP is enclosed and form part of the Annual Report and Accounts.

6. DIRECTORS

Mr. Fredrick Ivor Bendle was appointed as Managing Director and Chief Executive Officerof the Company for a period of two years with effect from 13th November 2015.Requisite Resolution was passed at the Extra-Ordinary General Meeting held on 25thMay 2016.

Mr. Bhavesh Rameshlal Chauhan resigned as Managing Director and Chief Executive Officerwith effect from 13th November 2015. The Board appreciates the contributionsmade by him during his tenure of office.

Mr. Vasudevan Mahalingam has been appointed as additional director with effect from 12thAugust 2016.

The Company has received notice under Section 160 of the Companies Act 2013 from amember proposing Mr. Vasudevan Mahalingam for appointment to the office of Director.

7. AUDIT RELATED MATTERS

7.1. Audit Committee

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ofand the provision of Section 177(8) read with Rule 6 of the Companies (Meeting of Boardand its Powers) Rules 2014 the company has duly constituted a qualified and independentAudit Committee. The Audit Committee of the Board consisting of three "Non-Executive& Independent Directors" as members having adequate financial and accountingknowledge The composition procedures powers and role/functions of the audit committeeand its terms of reference are set out in the corporate governance report forming part ofthe Board's report.

During the period under review the suggestions put forth by the Audit Committee wereduly considered and accepted by the Board of Directors. There were no instances ofnonacceptance of such recommendations.

7.2. Statutory Auditors

M/s.Tomy & Francis Chartered Accountants (Firm Registration Number 010922S) whowere reappointed as the Statutory Auditors of the Company at the last Annual GeneralMeeting held on 27th November 2014 resigned. At the Extraordinary GeneralMeeting held on 25th May 2016 M/s. N.Balasubramanian Associates CharteredAccountants Chennai (Firm Regn. No. 0355S) were appointed as Statutory Auditors to auditthe accounts for the financial year 2015-16 and to hold office until the conclusion ofthis Annual General Meeting.

In this regard the Company has received a certificate from the auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013. The Audit committee and the Board of Directors recommend theappointment of M/s. N.Balasubramanian Associates Chartered Accountants Chennai asAuditors to hold office up to the conclusion of the 29th Annual General Meetingto be held in the year 2021.

Resolution for appointment of M/s. N.Balasubramanian Associates Chennai as StatutoryAuditor for a period of 5 years is included in the Agenda of the Annual General Meeting.

7.3. Qualifications in Auditors Report

With reference to auditor's remark in audit report we state as follows:-

1. Note 26 and 27 in the stand alone financial statements which indicate that theStandalone Company has accumulated losses and its net worth has been fully eroded theStandalone Company has incurred a net loss during the current and previous year(s) andthe Stand alone Company's current liabilities exceeded its current assets as at thebalance sheet date. These conditions along with other matters set forth in Note 26indicate the existence of a material uncertainty that may cast significant doubt about theStand alone Company's ability to continue as a going concern.

Our Company is looking for new business opportunities and hence the Company has thepotentials and ability to continue as a going concern.

2. Note No. 30 to the stand alone financial statement regarding write back of AccountPayables to CSWL Inc wholly owned subsidiaries of the Standalone Company amounting to $423679402/- and the equity shares of the said company amounting to $ 307202843/- dueto the winding up of the Company during the year

These are all intercompany transaction and in the opinion of management are notprejudicial to the interest of the Company and at consolidated level they get eliminated

3. Note no. 31 to the standalone financial statement regarding unsecured loans fromAssociate companies amounting to $ 369679876/-

These are all intercompany transaction and in the opinion of management are notprejudicial to the interest

of the Company and at consolidated level they get eliminated

4. Company's Indian subsidiary Aspire Communications P Ltd and it subsidiary Aspireperipherals P Ltd have stopped their operations fully.

These are all intercompany transaction and in the opinion of management are notprejudicial to the interest of the Company and at consolidated level they get eliminated.

7.4. Secretarial Audit

M/s.V.S.Sowrirajan & Associates Company Secretaries-in- Practice were appointed asSecretarial Auditor for the financial year 2015-16.. The Secretarial Audit Report in FormNo.MR.3 issued by the Secretarial Auditor forms part of the Annual Report as Annexure 1to the Board's report.

The Secretarial Auditor has qualified the report with respect to non-compliance offiling forms with Registrar. The Board is taking steps to comply with the requirementswhich have arisen due to technical difficulties / inadvertence.

There are no qualifications or adverse remarks in the Secretarial Audit Report whichrequire any explanation from the Board of Directors.

7.5. Cost Audit

The company is not required to conduct cost audit.

7.6. Internal Financial Controls

There are adequate internal financial controls in place with reference to the financialstatements. During the year under review these controls were evaluated and no significantweakness was identified either in the design or operation of the controls.

8. POLICY MATTERS

8.1. Nomination and Remuneration Policy

Our Company has constituted a Nomination Remuneration and Governance Committee of theBoard of Directors and formulated a Nomination and Remuneration Policy containing thecriteria for determining qualifications positive attributes and independence of adirector and policy relating to the remuneration for the directors key managerialpersonnel and senior management personnel of the Company. The Nomination and RemunerationPolicy is available on the website of the Company www.calsoftgroup.com and relevantextracts from the Policy are reproduced in Annexure 2 to this report.

The Board affirms that the remuneration paid during financial year 2015-16 to theEmployees and Key Managerial Personnel was as per the Remuneration policy of the Company.

8.2. Risk Management Framework

Pursuant to section 134 (3) (n) of the Companies Act 2013 & in terms of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors of the Company have constituted a Risk Management Committee which is entrustedwith the task of monitoring and reviewing the risk management plan and procedures of theCompany. The Company has developed and implemented a risk management framework detailingthe various risks faced by the Company and methods and procedures for identificationmonitoring and mitigation of such risks. The details of the committee and its terms ofreference are set out in the corporate governance report forming part of the Boardsreport. The risk management function is complimentary to the internal control mechanism ofthe Company and supplements the audit function. At present the company has not identifiedany element of risk which may threaten the existence of the company.

8.3. Corporate Social Responsibility Policy

The provisions of Section 135 of the Companies Act 2013 and the rules made there underrelating to Corporate Social Responsibility are not applicable to the Company.

8.4. Vigil Mechanism

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andthe provision of Section 177(9) read with Rule of the Companies (Meeting of Board and itsPowers) Rules 2014 the company has duly established a vigil mechanism for stakeholdersdirectors and employees to report genuine concerns about unethical behavior actual orsuspected fraud or violation of the company's code of conduct or ethics policy. The AuditCommittee of the Company oversee the vigil mechanism. The company affirm that no personnelhas been denied direct access to the Chairman of the Audit Committee.

The Policy also provides for adequate protection to the whistle blower againstvictimization or discriminatory practices. The Policy is available on the website of theCompany at http://www.calsoftgroup.com.

9. OTHER MATTERS

9.1. Debentures

During the year under review the Company has not issued any debentures. As on datethe Company does not have any outstanding debentures.

9.2. Bonus Shares

The Company has not issued any bonus shares during the financial year.

9.3. Deposits

The Company has not accepted any deposits in terms of Chapter V of the Companies Act2013 read with the Companies (Acceptance of Deposit) Rules 2014 during the year underreview and as such no amount on account of principal or interest on public deposits wasoutstanding as of the balance sheet date.

9.4. Transfer to Investor Education and Protection Fund

In compliance of Section125 of the Companies Act 2013 the dividends pertaining to thefinancial year 2007-2008 which were lying unclaimed with the Company was transferred tothe Investor Education and Protection Fund during the financial year 2015-16.

9.5. Human Resources

The Company has only one Employee.

Disclosure containing the names and other particulars of employees in accordance withthe Provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable since the company has only one employee and none of the directors are drawingany remuneration from the company. No employees of the company drawing remuneration inexcess of the limit specified under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

9.6. Corporate Governance

A detailed report on Corporate Governance and a certificate from the Statutory Auditorsaffirming compliance with the various conditions of Corporate Governance as stipulatedunder In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms part of the Annual Report.

9.7. Code of Conduct

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andCompanies Act 2013 the Company has laid down a Code of Conduct (Code) for all the BoardMembers and Senior Management Personnel of the Company. The Code is also posted on theWebsite of the Company www.calsoftgroup.com. All Board Members and SeniorManagement Personnel have affirmed their compliance with the Code for the financial yearended 31st March 2016. A declaration to this effect signed by Mr. FredrickIvor Bendle Managing Director forms part of the Corporate Governance Report.

9.8. Management Discussion and Analysis Report

In accordance with the requirements of the Listing Agreement the Management Discussionand Analysis Report titled as Management Report forms part of this Report.

9.9. Extract of Annual Return

In terms of Section 134 of the Companies Act 2013 read with Rules 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return ofthe Company for the financial year 2015-16 is provided in Annexure 3 to thisreport.

9.10. Number of Board Meetings

During the year Five (5) Board Meetings were held and details are available in theCorporate Governance Report. The intervening gap between two board meetings was within theperiod prescribed by the Companies Act 2013.

9.11. Particulars of Loans Guarantees and Investments

In terms of Section 134 of the Companies Act 2013 the particulars of loansguarantees and investments given by the Company under Section 186 of the Companies Act2013 is detailed in Notes to Accounts of the Financial Statements.

9.12. Related Party Transactions

During the year the Company has not entered into any contract / arrangement /transaction with a related party which can be considered as material in terms of thepolicy on related party transactions laid down by the Board of

Directors. The related party transactions undertaken during the financial year 2015-16are detailed in Notes to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 in form AOC-2 is appended as Annexure 4 to theBoard's Report.

9.13. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

Since the company is in the Information Technology Enabled Services (ITES) theprovisions relating to conservation of energy and technology absorption are notapplicable. Details of earnings and expenditure in foreign currency are given below:

($ in Crores) 2015-16 2014-15 Foreign Exchange Earnings Nil 0.56 Foreign Exchange OutgoNil 0.70 (including Capital Goods and Imported Software Packages)

9.14. Declaration by Independent Directors

The Company has received necessary declaration from each independent director underSection 149 (7) of the Companies Act 2013 that he/she holds the criteria of independencelaid down in Section 149 (6) of the Companies Act 2013 and in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

9.15. Board Evaluation

As required by the Companies Act 2013 and in terms of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has devised a Policy forperformance evaluation of Independent Directors Board Committees and other individualDirectors which includes criteria for performance evaluation of the non-executivedirectors and executive directors.

On the basis of Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.

9.16. Financial Position and Performance of Subsidiaries Joint Ventures and Associates

In terms of Section 134 of the Companies Act 2013 and Rule 8(1) of the Companies(Accounts) Rules 2014 the financial position and performance of subsidiaries are givenas an Annexure 5 to the Consolidated Financial Statements.

As on 31st March 2016 the company has only one subsidiary company namelyAspire Communications Private Limited. There has been no material change in the nature ofthe business of the subsidiaries. The consolidated financial statement has been preparedin accordance with

the relevant accounting standards and a separate statement containing the salientfeatures of the financial statement of its subsidiaries and associate in form AOC-1 isattached along with the financial statement of the company.

9.17. Material Changes and Commitments if any affecting the Financial Positionbetween the end of the Financial Year and the date of Report:

There is no such transaction which affects the financial for the year ending and thedate of the report.

9.18. Green initiatives

Electronic copies of the Annual Report 2015-16 and Notice of the Twenty Fourth AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany / Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2016 and the Notice of the 24thAnnual General Meeting are sent in the permitted mode. Members requiring physical copiescan send a request to the Company.

9.19. Additional Information to Shareholders

All important and pertinent investor information such as financial results investorpresentations press releases new launches and project updates are made available on theCompany's website (www.calsoftgroup.com) on a regular basis.

10 DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 your Company complied with the compliance requirements and the details ofcompliances under Companies Act 2013 are enumerated below:

Your Directors confirm the following that:

(i) In preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures;

(ii) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;

(iii) The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(iv) The directors had prepared the annual accounts on a going concern basis.

(v) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.

(vi) Proper systems were in place so as to ensure compliance with the provisions of allapplicable laws and were adequate and operating effectively.

11 Key Managerial Personnel

The Key Managerial Personnel of the Company are:

a. Mr. Frederick Ivor Bendle - Managing Director

b. Mr. Jitendra Kumar Pal - Company Secretary

ACKNOWLEDGEMENT

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners / associates and Government and regulatory authorities in Indiaand other countries of operation for their consistent support and encouragement to theCompany and look forward to their continued support during the coming years. YourDirectors place on record their appreciation for the valuable contribution made by theemployees at all levels.

For and on behalf of the Board of Directors
Chennai Fredridk Ivor Bendle Dr. P J George
12th August 2016 Managing Director & CEO Director