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California Software Company Ltd.

BSE: 532386 Sector: IT
NSE: CALSOFT ISIN Code: INE526B01014
BSE LIVE 15:14 | 06 Dec 6.35 0.30
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NSE LIVE 13:03 | 08 Jul Stock Is Not Traded.
OPEN 6.35
PREVIOUS CLOSE 6.05
VOLUME 8
52-Week high 16.11
52-Week low 5.50
P/E 1.05
Mkt Cap.(Rs cr) 7.85
Buy Price 6.35
Buy Qty 492.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.35
CLOSE 6.05
VOLUME 8
52-Week high 16.11
52-Week low 5.50
P/E 1.05
Mkt Cap.(Rs cr) 7.85
Buy Price 6.35
Buy Qty 492.00
Sell Price 0.00
Sell Qty 0.00

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 2014-15.

1. FINANCIAL RESULTS

All figures in Rs. Crores except for EPS

Consolidated Standalone
Details Year ended 31-Mar-15 Year ended 31-Mar-14 Year ended 31-Mar-15 Year ended 31-Mar-14
Total Revenues 3.69 7.22 3.63 7.20
Total Expenses 17.75 27.85 17.24 26.30
Profit before exceptional and extra-ordinary items and tax (14.05) (20.63) (13.61) (19.10)
Exceptional items 1.05 (6.20) (1.49) (0.55)
Profit before extraordinary items and tax (15.10) (14.43) (12.12) (18.56)
Profit before Tax (15.10) (14.43) (12.12) (18.56)
Current Tax Nil Nil Nil Nil
Deferred Tax Nil Nil Nil Nil
Loss for the year (15.10) (14.48) (12.12) (18.56)
Minority Interest Nil Nil
paid up equity capital 12.36 12.36 12.36 12.36
Earning per share (EPS) for the year (Rs)
i) Basic (12.21) (11.71) (9.80) (15.01)
ii) Diluted (12.21) (11.71) (9.80) (15.01)

*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. The Directors therefore recommend that no dividend be paid inrespect of the Financial Year 2014-2015.

3. BUSINESS UPDATE AND OUTLOOK

After the buyer for RVC Towers that was reported last year failed to complete thetransaction the company has been unable to secure an alternative buyer even at a reducedprice. Demand for office space in Chennai continues to be weak due mainly to over-supply;whilst Rupee interest rates have continued to be held high both by the RBI and by the RVCmortgagee who is concerned about the company's continuing ability to settle the interestand capital payments as they fall due in the absence of sufficient income from rentals.As a result the company's only remaining business that of letting out the floors of RVCTowers that it owns has been loss making throughout the year and is totally dependent oncontinuing financial support from its major shareholder.

The company continues to look for tenants to fill the vacant floors of RVC Towers andfor a buyer of the building. Until it finds a buyer for RVC the shares of the company arenot an attractive option for a partner seeking a reverse takeover due to the high loaninterest and low rentals on RVC. At the date of this report we have a number ofprospective buyers for the building with whom we are in preliminary talks.

RESULTS OF OPERATIONS

I - Consolidated Results

During the year your Company on a consolidated basis with all its subsidiaries earnedtotal revenue of Rs. 3.69 Crores as against Rs. 7.22 Crores earned during the previousyear. The profit before tax during the year is Rs. (15.10) Crores as against Rs. (14.43)Crores for the 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 Rs.(15.10) Crores as against a loss of Rs. (14.48) Crores of the previous year.

II - Standalone Results

During the year your Company on a standalone basis earned total revenue of Rs. 3.63Crores as against Rs. 7.20 Crores earned during the previous year. The profit before taxduring the year is Rs. (12.12) Crores as against Rs. (18.56) Crores of the previous year.

After taking into account the tax provisions and adjustments the loss for the year wasRs.(12.12) Crores as against a loss of Rs.(18.56) Crores for the previous year.

4. REVIEW OF SUBSIDIARIES

I - CSWL Inc. USA and its Subsidiaries

CSWL Inc and its subsidiaries has not earned any revenue of during the year comparedto USRs. 938571 achieved during the previous year.

The subsidiary reported a loss of USRs. (43926) as compared to a profit of of USRs.833275 last year.

The results of existing subsidiaries International Innovations Waldron Ltd andAspireSoft Corporation are included for the full year under review.

The Company and its subsidiaries are in the process of liquidation.

II - 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 Rs. 0.002 Crores with loss ofRs. (2.71) Crores against the consolidated reported revenues of Rs. 0.016 Crores with aloss of Rs. (0.94) Crore of the previous year.

The Company and its subsidiaries are in the process of liquidation.

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. Frederick Ivor Bendle has been appointed as additional director with effect from 23rdSeptember 2014. His appointment was confirmed at the Annual General Meeting held on 27thNovember 2014. He is retiring at this Annual General Meeting and being eligible offerhimself for re-appointment.

Ms.Vijayapriya was appointed as Additional Director with effect from 30thApril 2015 and hold office until the conclusion of this Annual General Meeting. TheCompany has received notice under Section 160 of the Companies Act 1956 from a memberproposing Ms.Vijayapriya as Director and a resolution for her appointment forms part ofthe Notice.

7. AUDIT RELATED MATTERS

7.1. Audit Committee

In terms of clause 49 of the listing agreement and the provision of Section 177(8) readwith Rule 6 of the Companies (Meeting of Board and its Powers) Rules 2014 the company hasduly constituted a qualified and independent Audit Committee.

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 ofnon-acceptance of such recommendations.

7.2. Statutory Auditors

At the Annual General Meeting of the Company held on 27th November 2014M/s.Tomy & Francis Chartered Accountants (Firm Registration Number 010922S) werereappointed as the Statutory Auditors of the Company to hold office until the conclusionof this Annual General Meeting. Since the Company has time up to the year 2017 to complywith the provisions relating to rotation of auditors as stipulated in Section 139 (2) ofthe Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 it hasdecided to re-appoint the auditors for the financial year 2015-2016.

Accordingly the appointment of M/s.Tomy and Francis Chartered Accountants asstatutory auditors of the Company is placed for approval by the shareholders. In thisregard the Company has received a certificate from the auditors to the effect that ifthey are reappointed it would be in accordance with the provisions of Section 141 of theCompanies Act 2013. The Audit committee and the Board of Directors recommend theappointment of M/s. Tomy and Francis Chartered Accountant as Auditors to hold office up tothe conclusion of next 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.

On sale of RVC Towers we are unlikely to realize any more than is required to settleamounts due to Canara Bank and so after a sale the company would be left with no rentalincomes and therefore no income at all to meet its ongoing staff and administration costs.Unless we can find a buyer for the Company who can attribute some value to the company'slisted status and who would be willing to make an offer for the entire share capital asale of RVC Towers would most likely trigger the winding up of the Company.

2. Note No. 29 to the standalone financial statements and Notes to Fixed Asset scheduleregarding Change in Depreciation Policy of Fixed Assets and resultant loss amounting toRs. 5864486/- including prior period Depreciation of Rs. 5021028.00/-.

As per estimation of management no impairment of Fixed Assets was considered during theyear 2014-15 since impairment losses on Fixed Assets were provided and recognized in theprevious years. However depreciation rates have been changed to amortise the depreciablevalue over the useful life as set out in Schedule II of Companies Act 2013 equally asthe holding company is expected to use the same for letting out which will be in tunewith Schedule II of Companies Act 2013. Depreciation is charged on building based on theestimated remaining life period of 25 years from the date of valuation on 17-01-2013 bythe approved valuer. Useful life of various assets is as given below estimating a residualvalue of 1% on original cost at the end of useful life.

Item Useful life
Furniture & Fitiings 10 years
Office Equipment 5 Years

Total additional depreciation charged to the profit and loss Account is Rs.5864486/-.

3. Note No. 30 to the stand alone financial statement regarding write back of AccountPayables to Aspire Communications P Ltd and Aspire Peripherals P Ltd two wholly ownedsubsidiaries of the Standalone Company amounting to Rs. 25345879.00/-.

Since the company has fully stopped its principle business being Software Developmentand its sales and service and company have no trade receivables during the year.

Payables to Aspire Communications P Ltd and Aspire Peripherals P Ltd wholly ownedsubsidiary of the company amounting to Rs. 25345879/- has been written back to Profitand loss account as Exceptional item as these companies have stopped all it activities.

4. Note no. 31 to the standalone financial statement regarding unsecured loans fromAssociate companies amounting to Rs. 246936135.00/-.

Auditors notes are self explanatory.

5. Company's Overseas subsidiary CSWL Inc and Indian subsidiary Aspire Communications PLtd and it subsidiary Aspire peripherals P Ltd have stopped their operations fully. CSWLInc has initiated Liquidation proceedings.

Those companies ceased to carry on any business operation and are in the process ofliquidation.

7.4. Secretarial Audit

M/s.V.S.Sowrirajan & Associates Company Secretaries-in-Practice were appointed asSecretarial Auditor for the financial year 2014-15. 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 Audit Report contain qualifications/adverse remarks with respect towhich we state the following:

1) In respect of delayed filing of forms we have paid applicable additional fee andthe same is considered as compliance

2) In respect of non-filing of forms the company has noted the same and file thesedocuments with applicable additional filing fee and ensure its due compliance

3) The women director was appointed with effect from 30th April 2015 andthus the requirement stipulated under Section 152 of the Companies Act2013 is dulyfulfilled. The delay was due to technical reasons since the concerned Director wasallotted Director Identification Number only from that date.

4) Since the earnings of the company was only through Rental Income theunaudited/audited financial results for various quarters were only submitted to StockExchanges and placed on the website of the company and not advertised in newspapers.

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

The 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 2014-15 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 & Clause 49 of thelisting agreement the Board of Directors of the Company have constituted a RiskManagement Committee which is entrusted with the task of monitoring and reviewing the riskmanagement plan and procedures of the Company. The Company has developed and implemented arisk management framework detailing the various risks faced by the Company and methods andprocedures for identification monitoring and mitigation of such risks. The details of thecommittee and its terms of reference are set out in the corporate governance reportforming part of the Boards report. The risk management function is complimentary to theinternal control mechanism of the Company and supplements the audit function.

8.3. Corporate Social Responsibility Policy

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

8.4. Vigil Mechanism

In terms of Clause 49 of the listing agreement and the provision of Section 177(9) readwith Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 the company hasduly established a vigil mechanism for stakeholders directors and employees to reportgenuine concerns about unethical behavior actual or suspected fraud or violation of thecompany's code of conduct or ethics policy. The Audit Committee of the Company oversee thevigil mechanism. The Company affirm that no personnel has been denied direct access to theChairman 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 Section 205C of the Companies Act 1956 the dividends pertaining tothe financial year 2006-07 which were lying unclaimed with the Company was transferred tothe Investor Education and Protection Fund during the financial year 2014- 15.

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 givenbelow:

(i) the ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year: Not Applicable since no remunerationis paid to directors.

(ii) the percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: NoIncrease.

(iii) the percentage increase in the median remuneration of employees in the financialyear - No Increase.

(iv) the number of permanent employees on the rolls of company - One (1).

(v) the explanation on the relationship between average increase in remuneration andcompany performance-

Not applicable.

(vi) comparison of the remuneration of the Key Managerial Personnel against theperformance of the company-

Not Applicable.

(vii) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration - NotApplicable.

(viii) comparison of the each remuneration of the Key Managerial Personnel against theperformance of the company - Not Applicable.

(ix) the key parameters for any variable component of remuneration availed by thedirectors - Not Applicable.

(x) the ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - Not Applicable since no remuneration was paid to any director.

The directors affirms that the remuneration paid by the company is as per theremuneration policy of the company.

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 Clause 49 of the Listing Agreement forms part of the Annual Report.

9.7. Code of Conduct

In compliance with Clause 49 of the listing agreement and Companies Act2013 theCompany has laid down a Code of Conduct (Code) for all the Board Members and SeniorManagement Personnel of the Company. The Code is also posted on the Website of the Companywww.calsoftgroup.com. All Board Members and Senior Management Personnel haveaffirmed their compliance with the Code for the financial year ended 31stMarch 2015. A declaration to this effect signed by Mr. Bhavesh Rameshlal ChauhanManaging 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 2014-15 is provided in Annexure 3 to thisreport.

9.10. Number of Board Meetings

During the year Eight (8) 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 relatedparty transactions undertaken during the financial year 2014-15 are detailed in Notes toAccounts 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:

2014-15 2013-14
(in Crores) (in Crores)
Foreign Exchange Earnings 0.56 4.00
Foreign Exchange Outgo (including Capital Goods and Imported Software Packages) 0.70 12.07

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 Clause 49 of the ListingAgreement

9.15. Board Evaluation

As required by the Companies Act 2013 and Clause 49 of the Listing Agreement theCompany has devised a Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors which includes criteria for performanceevaluation of the non-executive directors 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 2015 the Company has two subsidiaries viz. CSWL INC andAspire Communication 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 containingthe salient features of the financial statement of its subsidiaries and associate in formAOC-1 is attached 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 are no material changes and commitments affecting the financial position of thecompany between the end of financial year and the date of report.

9.18. Green initiatives

Electronic copies of the Annual Report 2014-15 and Notice of the Twenty Third 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 2015 and the Notice of the Twenty ThirdAnnual 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

In accordance with the provisions of Section 134(3)(c) read with 134(5) of the Act2013 with respect to Directors' Responsibility Statement it is hereby stated -

i. that in the preparation of annual accounts for the financial year ended 31stMarch 2015 the applicable Accounting Standards had been followed and that there were nomaterial departures;

ii. that the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

iii. that the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. that the directors had prepared the accounts for the financial year ended 31stMarch 2015 on a "going concern basis."

v. that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

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 Bhavesh Rameshlal Chauhan Dr. P J George
24th July 2015

Managing Director & CEO

Director

MR - 3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 MARCH 2015

[Pursuant to Section 204(1) of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To:

The Members

California Software Company Limited 149 Velachery Tambaram Main Road PallikaranaiChennai-600100

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by California Software CompanyLimited (hereinafter called the Company). Secretarial Audit was conducted in a manner thatprovided us a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing our opinion thereon.

Based on our verification of the Company's books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on 31 March 2015 ('AuditPeriod') complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent in the mannerand subject to the reporting made hereinafter:

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31 March 2015 accordingto the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under

(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules made thereunder

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'): -

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011 (No actions/events requiring compliance pursuant to thisRegulations)

(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 (No actions/events requiring compliance pursuant to thisRegulation)

(d) Securities and Exchange Board of India (Employee Stock Option Scheme an EmployeeStock Purchase Scheme) Guidelines 1999 and The Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 notified on 28 October 2014; (Noactions/events requiring compliance pursuant to this Regulations)

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; ((No actions/ events requiring compliance pursuant to this Regulations)

(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)Regulations 2009 (No actions/events requiring compliance pursuant to this Regulation)

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations Noactions/events requiring compliance pursuant to this Regulation)

(i) Other laws applicable to the Company (as per the information made available thefollowing laws are specifically applicable to the Company)

• Information Technology Act 2000 and the Rules made thereunder

• Copyrights Act

• The Patents Act 1970

• Trade Marks Act 1999

We have also examined compliance with the applicable clauses of the following :

(I) Secretarial Standards issued by The Institute of Company Secretaries of India (notapplicable during the year)

(II) The Listing Agreements entered into by the Company with Stock Exchanges.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the mattersspecified in Annexure I to this Report

We further report that

Based on the information provided to us during the conduct of audit and based on thereports submitted by the Board/ Committees from time to time in our opinion adequatesystems processes and control measures are in place exist in the Company to monitor andensure compliance with the applicable general laws like labour laws competition laws andenvironmental laws.

Compliance by the company of applicable financial laws like direct and indirect lawshas not been reviewed in this Audit since the same is subject to review statutoryfinancial audit and other designated professionals..

Adequate systems and processes in the company commensurate with the size of thecompany and nature of operations to monitor and ensure compliance with all applicablelaws rules regulations and guidelines.

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 subject to the matters specifiedin Annexure I to this Report.

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.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

We further report that there are adequate systems and processes in the Companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period there were no other specificactions/events in pursuance of above referred laws rules regulations guidelines etchaving a major bearing on the company's affairs.

V.S.SOWRIRAJAN
Place : Chennai Company Secretary
Date : 24th July 2015 FCS 2368/CP6482

This report is to be read with our letter of even date which is annexed as AnnexureA and forms an integral part of this report.

LIST OF FORMS YET TO BE FILED AND COMPLAINCE DEFICIENCIES

Sl. No. Subject Matter Date of Event Form yet to be filed Remarks
1 Filing of Annual Return for the financial year 2013-14 along with Certification by Practising Company Secretary 27th November 2014 Form No.20B Yet to be filed
2 Filing of Return reg: Special Resolutions passed through Postal Ballot 15th November 2014 Form No. MGT.14 Yet to be filed
3 Appointment of Independent Directors held at the Annual General Meeting and Regularisation of Appointment of Additional Director 27th November 2014 Form No. DIR.12 Yet to be filed
4 Resignation of Director 31st March 2014 Form No.DIR.12 Filed belatedly on 01/09/2014
5 Appointment of Director 31st March 2014 Form No.DIR.12 Filed belatedly on 24/10/2014
6 Return of Appointment of Key Managerial Personnel 1st April 2014 Form No.DIR.12 and Form No.MR.1 Yet to be filed
7 Appointment of Managing Director 8th August 2014 Form No.MR. 2 - Application to Central Government for approval of appointment Form No.MGT.14- Filing of Resolution for appointment of Managing Director Yet to be filed
8 Appointment of Women Director - (before 31st March 2015) 30th April 2015 Form DIR.12 Not complied with
9 Publication of Unaudited Financial Results Quarterly Results - Not Published. Intimations to Stock Exchanges have been duly given and the results are posted on the website.
7 Penalities Addl Filing Fees etc levied by Statutory Authorities : Additional fee for delayed filing of financial results for two Quarters with Stock Exchanges levied Financial Results intimations to Stock Exchanges - Since additional fee is paid as per the Demand the same is considered as compliance.

ANNEXURE - A

To:

The Members

California Software Company Limited 149 Velachery Tambaram Main Road PallikaranaiChennai-600100

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 processes 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 processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

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

V.S.SOWRIRAJAN
Company Secretary
Place : Chennai FCS 2368/
Date : 24th July 2015 CP6482

ANNEXURE - II

REMUNERATION POLICY

1. POLICY ON BOARD DIVERSITY

Purpose of this Policy:

This Policy on Board Diversity (the "Policy") sets out the Company's approachto ensuring adequate diversity in its Board of Directors (the "Board") and isdevised in consultation with the Nomination and Remuneration Committee (the"Committee") of the Board.

2. Scope of Application:

The Policy applies to the Board of California Software Company Limited (the"Company").

3. Policy Statement:

The Company recognizes and embraces the benefits of having a diverse Board of Directorsand sees increasing diversity at Board level as an essential element in maintaining acompetitive advantage in the complex business that it operates. It is recognised that aBoard composed of appropriately qualified people with broad range of experience relevantto the business of the Company is important to achieve effective corporate governance andsustained commercial success of the Company. A truly diverse Board will include and makegood use of differences in the skills regional and industry experience background racegender and other distinctions amongst Directors. These differences will be considered indetermining the optimum composition of the Board and when possible should be balancedappropriately. At a minimum the Board of the Company shall consist of at least one womanDirector. All Board appointments are made on merit in the context of the skillsexperience independence knowledge and integrity which the Board as a whole requires tobe effective.

4. Review of the Policy:

The Board and the Committee will review this Policy on a regular basis to ensure itseffectiveness and also compliance with revised Clause 49 of the Equity Listing Agreement(the "Clause 49") and applicable provisions of the Companies Act 2013 and rulesmade thereunder.

REMUNERATION POLICY

1. Purpose of this Policy:

California Software Limited (the "Company") has adopted this Policy onappointment and remuneration of the Directors Key Managerial Personnel and SeniorManagement (the "Policy") as required by the provisions of Section 178 of theCompanies Act 2013 (the "Act") and rules made there under read with theprovisions of Clause 49 of the listing agreement.

The purpose of this Policy is to establish and govern the procedure applicable:

a) To evaluate the performance of the members of the Board.

b) To ensure remuneration to Directors KMP and Senior Management involves a balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the Company and its goals.

c) To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

The Committee should ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate Directors of the qualityrequired to run the Company successfully and the relationship of remuneration toperformance is clear and meets appropriate performance benchmarks.

2. Definitions:

Independent Director means a director referred to in Section 149(6) of the Act and theClause 49 as amended from time to time.

Key Managerial Personnel (the "KMP") shall mean "Key ManagerialPersonnel" as defined in Section 2(51) of the Act.

Nomination and Remuneration Committee by whatever name called shall mean a Committeeof Board of Directors of the Company constituted in accordance with the provisions ofSection 178 of the Act and the Clause 49.

Remuneration means any money or its equivalent given or passed to any person forservices rendered by him and includes perquisites as defined under the Income-tax Act1961.

Senior Management means personnel of the Company who are members of its core managementteam excluding Board of Directors. This would include all members of management one levelbelow the Executive Directors including all functional heads.

Words and expressions used and not defined in this Policy but defined in the Act orany rules framed under the Act or the Securities and Exchange Board of India Act 1992 andRules and Regulations framed thereunder or in the Clause 49 or the Accounting Standardsshall have the meanings assigned to them in these regulations.

3. Composition of the Committee:

The composition of the Committee is / shall be in compliance with the Act Rules madethereunder and the Clause 49 as amended from time to time.

4. Role of the Committee:

The Committee shall:

a) Formulate the criteria for determining qualifications positive attributes andindependence of a Director;

b) Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this Policy;

c) Lay down the evaluation criteria for performance evaluation of Independent Directorand the Board;

d) Recommend to the Board appointment remuneration and removal of Director KMP andSenior Management;

e) To devise a Policy on Board diversity.

5. Appointment and removal of Director KMP and Senior Management:

5.1 Appointment criteria and qualification:

The Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director in terms of Diversity Policy of theBoard and recommend to the Board his / her appointment.

For the appointment of KMP (other than Managing / Whole time Director) or SeniorManagement a person should possess adequate qualification expertise and experience forthe position he / she is considered for the appointment. Further for administrativeconvenience the appointment of KMP (other than Managing / Whole time Director) or SeniorManagement the Managing Director is authorised to identify and appoint a suitable personfor such position. However if the need be the Managing Director may consult theCommittee / Board for further directions / guidance.

5.2 Term:

The Term of the Directors including Managing / Whole time Director / IndependentDirector shall be governed as per the provisions of the Act and Rules made there under andthe Clause 49 as amended from time to time.

Whereas the term of the KMP (other than the Managing / Whole time Director) and Senior

Management shall be governed by the prevailing HR policies of the Company.

Evaluation:

The Committee shall carry out evaluation of performance of every Director. TheCommittee shall identify evaluation criteria which will evaluate Directors based onknowledge to perform the role time and level of participation performance of dutieslevel of oversight professional conduct and independence. The appointment / reappointment/ continuation of Directors on the Board shall be subject to the outcome of the yearlyevaluation process. Framework for performance evaluation of Independent Directors and theBoard is as per Annexure A to this Policy.

5.4 Removal:

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act Rules and Regulations there under and / or for any disciplinary reasonsand subject to such applicable Acts Rules and Regulations and the Company's prevailing HRpolicies the Committee may recommend to the Board with reasons recorded in writingremoval of a Director KMP or Senior Management.

6. Remuneration of Managing / Whole-time Director KMP and Senior Management:

The remuneration / compensation / commission etc. as the case may be to the Managing/ Whole time Director will be determined by the Committee and recommended to the Board forapproval. The remuneration / compensation / commission etc. as the case may be shall besubject to the prior / post approval of the shareholders of the Company and CentralGovernment wherever required and shall be in accordance with the provisions of the Actand Rules made there under. Further the Managing Director of the Company is authorised todecide the remuneration of KMP (other than Managing / Whole time Director) and SeniorManagement and which shall be decided by the Managing Director based on the standardmarket practice and prevailing HR policies of the Company.

7. Remuneration to Non-executive / Independent Director:

The remuneration / commission / sitting fees as the case may be to the Non-Executive/ Independent Director shall be in accordance with the provisions of the Act and theRules made there under for the time being in force or as may be decided by the Committee /Board / shareholders. An Independent Director shall not be entitled to any stock option ofthe Company unless otherwise permitted in terms of the Act and the Clause 49 as amendedfrom time to time.

Annexure A

Framework for performance evaluation of Board of its own performance and that of itscommittees and individual directors pursuant to rule 8(4) of the Companies (Accounts)Rules 2014

As per the provisions of Clause 49 the Nomination and Remuneration Committee (the"Committee") shall lay down the evaluation criteria for performance evaluationof Independent Directors non-independent directors and the Board as a whole andChairperson of the company. Further in terms of Clause 49 the Board is required tomonitor and review Board Evaluation Framework. This Framework shall contain the details ofBoard's self-evaluation framework (including all Committees of the Board and individualdirectors). The Board is committed to assessing its own performance as a Board in order toidentify its strengths and areas in which it may improve its functioning. To that end theCommittee shall establish the following processes for evaluation of performance ofIndependent Director and the Board:

1. Once in a year the Board will conduct a self-evaluation. It is the responsibilityof the Chairman of the Board supported by the Company Secretary of the Company toorganise the evaluation process and act on its outcome;

2. The Committee shall formulate evaluation criteria for the Board and the IndependentDirectors which shall be broadly based on:

3. Knowledge to perform the role;

4. Time and level of participation;

5. Performance of duties and level of oversight; and

6. Professional conduct and independence.

7. The Board / Independent Directors shall be asked to complete the evaluation formsand submit the same to the Chairman.

8. In terms of Section 134 of the Act the Directors' Report should include a statementindicating a manner in which the Board has done formal annual evaluation of its ownperformance performance of Committees and individual Directors of the Company.

Annexure B

Framework for Separate Meeting of Independent Directors

As required by the provisions of Schedule IV to the Act and the provisions of Clause49 the Independent Directors of the Company shall hold at least one meeting in a yearwithout the attendance of Non-independent Directors and members of the management.

The meeting shall:

1. Review the performance of Non-independent Directors and the Board as a whole;

2. Review the performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non-executive Directors;

3. Assess the quality quantity and timeliness of flow of information between theCompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

4. This meeting could be held prior or after the Board Meeting. The IndependentDirectors are free to call such meeting at any point of time as desired.

Annexure C

Familiarisation Programme for Independent Directors

As required by the provisions of Schedule IV to the Act and the provisions of Clause49 the Company is required to develop a Familiarisation Programme for the IndependentDirectors of the Company.

The Company will impart Familiarisation Programmes for new Independent Directorsinducted on the Board of the Company.

The Familiarisation Programme of the Company will provide information relating to theCompany industry and the environment in which Company operates challenges etc. Theprogramme also intends to improve awareness of the Independent Directors on their rolesrights responsibilities towards the Company. Further the Familiarisation Programmeshould also provide information relating to the financial performance of the Company andbudget and control process of the Company. The Managing Director or such other authorisedofficer(s) of the Company shall lead the Familiarisation Programme on aspects relating tobusiness / industry. The Chief Financial Officer or such other authorised officer(s) ofthe Company may participate in the programme for providing inputs on financial performanceof the Company and budget control process etc.

Form No. MGT - 9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on March 31 2015

[Pursuant to Section 92 (3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration ) Rules 2014]

I. REGISTRATION AND OTHER DETAILS
i) CIN L72300TN1992PLC022135
ii) Registration Date 06/02/1992
iii) Name of the Company CALIFORNIA SOFTWARE COMPANY LIMITED
iv) Category / Sub-Category of the Company Public Limited Company
v) Address of the Registered office and contact details Robert V Chandran Tower 7th Floor
No.149 Velachery Tambaram Main Road
Pallikaranai Chennai-600010
Telephone Nos. +91- 44-42829000
Fax No. +91-44-42829012
Email for shareholders: investor@calsoftgroup.com
Website: www.calsoftgroup.com
vi) Whether listed company Yes
vii) Name Address and Contact details of Registrar and Transfer Agent if any M/s.Integrated Enterprises (India) Limited
2nd Floor Kencees Towers
1Ramakrishna Street North Usman Road
T. Nagar Chennai-600017
Phone:044-2814 0801-03
Fax: 044- 2814 2479
email: yuvraj@integratedindia.in
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY Information Technology Enabled Services
All the business activities contributing 10% or more of the total turnover of the Company Rental Income - 100%
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
Holding Companies - Kemoil Limited Singapore Subsidiary Companies:
1) CSWL INC U.S.A
2) Aspire Communications Private Limited
IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAK UP AS PERCENTAGE OF TOTAL EQUITY)
i) Category-wise Share Holding As per Annexure - A
ii) Shareholding of Promoters As per Annexure - B
iii) Change in Promoters' Shareholding As per Annexure - C
iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs) As per Annexure - D
v) Shareholding of Directors and Key Managerial Personnel As per Annexure - E
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment. As per Annexure - F
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole-time Directors and / or Manager NIL
B. Remuneration to other directors NIL
C. Remuneration to Key Managerial Personnel other than MD / MANAGEMENT / WD Rs. 1095800/-

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES - NIL

i) Category-wise Shareholding Pattern

No. of Shares held at the beginning of the year No. of Shares held at the end of the year
Category of Shareholders Demat Physical Total %of total shares Demat Physical Total %of total shares % change during the year
A. Promoters
1. Indian
a. Individual/ HUF
b. Central Govt.
c. StateGovt(s)
d. Bodies Corporate
e. Banks / FI
f. Any Other due
Sub-Total (A)(1):
2. Foreign
a. NRIs- Individuals
b. Other- Individuals
c. Bodies Corporate 8743911 8743911 70.71 8743911 70.71 NIL
d. Banks / FI
e. Any Other due
Sub-Total(A)(2): 8743911 8743911 70.71 8743911 70.71 NIL
Total Shareholding of Promoters(A) = (A)(1) + (A)(2) 8743911 8743911 70.71 8743911 70.71 NIL
B. Public Shareholding
1. Institutions
a. Mutual Funds / UTI 300 300 0.00 300 300 0.00
b. Banks / FI
c. Central Govt.
d. State Govt. (s)
e. Venture Capital Funds
f. Insurance Companies
g. FIIs
h. Foreign Venture Capital Funds
i. Others (Specify)
Sub-Total (B)(1): 300 300 0.00 300 300 0.00
2. Non-Institutions
a. Bodies Corporate
i) Indian 571338 100 571438 4.62 570145 100 570245 4.61 (0.01)
ii) Overseas
b. Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh 1096937 106949 1203886 9.74 1248967 100049 1349016 10.91 1.17
ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 1793050 19931 1812981 14.66 1646841 19931 1666772 13.48 (1.48)
c. Others (specify)
i) Shares held
ii) Other Foreign Nationals
iii) Foreign Bodies
iv) NRI / OCBs
v) Clearing Members / Clearing House 32390 0 32390 0.26 34662 0 34662 0.28 0.02
vi) Trusts 100 0 100 0.00 100 0 100 0.00 0.00
vii) Limited Liability Partnership
viii) Foreign Portfolio
Investor(Corporate)
ix) Qualified Foreign Investor
Sub-Total (B)(2) 3493815 126980 3620795 29.28 3500715 120080 3620795 29.28
c. Shares held by Custodian for GDRs & ADRs
Grand Total (A + B + C) 12237726 127280 12365006 100.00 12244626 120380 12365006 100.00 0.00

ii) Shareholding of Promoters

Shareholding at the beginning of the year Shareholding at the end of the year
Shareholders Name No. of Share % of total share of the Company % of Shares Pledged / encumbered to total shares No. of Share % of total share of the Company % of Shares Pledged / encumbered to total shares % change in shareholding during the year
Kemoil Limited Singapore 8743911 70.71 NIL 8743911 70.71 NIL NIL
TOTAL NO.OF SHARES 8743911 70.71 NIL 8743911 70.71 NIL NIL

Annexure - C

iii) Change in Promoters' Shareholding (please specify if there is no change)

Shareholding at the beginning of the year Cumulative Shareholding during the year
No. of Shares % of total shares of the Company No. of shares % of total shares of the Company
At the beginning of the year
NIL NIL NIL NIL NIL

Annexure - D

iv) Shareholding Pattern of Top ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs)

Shareholding at the beginning of the year Shareholding at the end of the year
S. No. For Each of the Top 10 shareholders Name No. of Shares % of total shares of the Company No. of shares % of total shares of the Company
1. Chemoil Advanced Management Services Pvt Ltd. 449178 3.63 449178 3.63
2. Santhosh S 336743 2.72 336743 2.72
3. V S Srihari 245686 1.987 600 0005
4. Jayasree S 175163 1.417 175163 1.417
5. Nandini J Nathani 164800 1.333 164800 1.333
6. Adil Nathani 163400 1.321 163400 1.321
7. Ravindra Krishnappa 126867 1.026 126867 1.026
8. P J George 120000 0.970 120000 0.970
9. Goerge Francis 56310 0.455 56310 0.455
10. Krishnan Unni V B 50970 0.412 40000 0.323
11. Pace Stock Broking Services P Ltd 48468 0.392 48468 0.392
12. Ambili S 36890 0.298 36890 0.298
Total

Annexure - E

v) Shareholding of Directors and Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the Directors
No. of Shares % of total shares of the Company No. of shares % of total shares of the Company
P J George 120000 0.97 120000 0.97

Name of the Key Managerial Personnel

Shareholding at the beginning of the year

Cumulative Shareholding during the year

For Each of the KMPs

No. of Shares % of total shares of the Company No. of shares % of total shares of the Company
None of the KMPs hold shares in the Company.

V INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment.

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Rs.
Indebtedness at the beginning of the financial year
i) Principal amount 433931819 110286406 0 544218225
ii) Interest due but not paid 12277228 11374828 0 23652056
iii) Interest accrued but not due 6363989 0 0 6363989
Total ( i + ii + iii) 452573036 121661234 574234270
Change in Indebtedness during the financial year
Addition 0 157001240 0 157001240
Reduction 74586008 0 0 74586008
Net Change (74586008) 157001240 0 82415232
Indebtedness at the end of the financial year
i) Principal amount 362056819 246936135 608992954
ii) Interest due but not paid 15930209 31726340 47656549
iii) Interest accrued but not due 0 0
Total ( i + ii + iii) 377987028 278662475 656649503

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and / or Manager

Sl.No. Particulars of Remuneration Mr. Bhavesh Rameshlal Chauhan
Gross Salary
1. a) Salary as per provisions contained in Section17(1) of the IT. Act 1961
b) Value of perquisites under Section 17(2) of IT Act 1961
c) Profits in lieu of salary u/s 17(3) of IT Act 1961
2 Stock Options
3 Sweat Equity
4 Commission
- As % of profit
- Others specify
5 Others please specify :
i) Deferred bonus
ii) Retirals
TOTAL (A) 0

B. Remuneration of other Directors

C. 1. Independent Directors

Sl.No. Particulars of Remuneration Name of the Directors
P J George T R Ramasamy Total in Rs.
1. Fee for attending Board / Committee Meetings Nil Nil Nil
2. Commission Nil Nil NIL
3. Others please specify Nil Nil NIL
Total Nil Nil Nil

2. Other Non Executive Directors

Sl.No. Particulars of Remuneration Name of the Director
NIL

D. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD

Sl.No. Particulars of Remuneration Key Managerial Personnel - Mr. Jitendra Kumar Pal - Company Secretary
1. Gross Salary Rs. 1095800/-

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES :

Type Section of the Companies Act Brief Description Details of Penalty / Punishment / Compounding fees imposed Authority [ RD / NCLT / COURT] Appeal made if any ( give details)
A. COMPANY
Penalty
Punishment NIL
Compounding
B. DIRECTORS
Penalty
Punishment NIL
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NIL
Compounding

RELATED PARTY TRANSACTION

ANNEXURE - IV

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) Rules 2014.]

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 Act 2013 including certain arms length transaction under third proviso thereto.

1 Details of contracts or arrangements or transactions not at Arm’s length basis.

Sl.No. Particulars Details
a Name(s) of the related party & nature of relationship
b Nature of contracts / arrangements / transaction
c Duration of the contracts/arrangements / transaction
d Salient terms of the contracts or arrangements or transaction including the value if any
e Justification for entering into such contracts or arrangements or transactions
f Date of approval by the Board
g Amount paid as advances if any
h Date on which the special resolution was passed in General meeting as required under first proviso to Section 188

2 Details of contracts or arrangements or transactions at Arm’s length basis.

Sl.No. Particulars Details
a Name (s) of the related party & nature of relationship
b Nature of contracts/arrangements/transaction
c Duration of the contracts/arrangements/transaction
d Salient terms of the contracts or arrangements or transaction including the value if any
e Date of approval by the Board
f Amount paid as advances if any

FINANCIAL POSITION AND PERFORMANCE OF SUBSIDIARIES

ANNEXURE - V

Form No 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 the financial statement of subsidiaries

Part 'A' : Subsidiaries

(Rs. in Crores)

Sl.No. Particulars Details
1 Name of the subsidiary CSWL Inc Aspire Communications Private Ltd
2 Reporting period for the subsidiary concerned if different from the holding company’s reporting period 01st April 2014 to 31st March 2015 01st April 2014 to 31st March 2015
3 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreignsubsidiaries USD Exchange Rate for Balance Sheet Rs. 62.34 and for Profit and Loss Account Rs. 61.21 Indian Rupees (INR)
4 Share Capital 60.24 2
5 Reserves & surplus -20.27 -2.14
6 Total assets 39.97 0.049
7 Total Liabilities 39.97 0.049
8 Investments Nil 0.0005
9 Turnover Nil 0.0027
10 Profit before taxation -0.27 -2.71
11 Provision for taxation 0 0
12 Profit after taxation -0.27 -2.71
13 Proposed Dividend 0 0
14 % of shareholding 100 100

AUDITORS' REPORT ON CORPORATE GOVERNANCE

To

The Board of Directors

California Software Company Ltd.

Robert V Chandran Tower

No.149 Velachery Tambaram Main Road

Pallikarnai Chennai- 600 100

We have examined the compliance of conditions of Corporate Governance by CaliforniaSoftware Company Limited for the year ended on 31st March 2015 as stipulatedin Clause 49 of the listing agreement of the said Company with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of themanagement. Our examination was limited to the procedures and implementation thereofadopted by the Company for ensuring the compliance of the conditions of CorporateGovernance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In our opinion and to the best of our information and according to the explanationsgiven to us we certify that the Company has complied with the conditions of CorporateGovernance as stipulated in the above mentioned listing agreement.

We state that no investor grievances are pending for a period exceeding one monthagainst the Company as per the records maintained by the Shareholders'/Investors'Grievance Committee.

We further state that such compliance is neither an assurance as to the futureviability of the Company nor the efficiency or effectiveness with which the management hasconducted the affairs of the Company.

For Tomy & Francis
Chartered Accountants
Chennai K.J. TOMY B.Sc. F.C.A
24th July 2015 Partner Membership No.22768

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