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Ajel Ltd.

BSE: 530713 Sector: IT
NSE: N.A. ISIN Code: INE229B01015
BSE 00:00 | 16 Apr 2.97 -0.15
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NSE 05:30 | 01 Jan Ajel Ltd
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OPEN 2.97
CLOSE 3.12
VOLUME 284
52-Week high 6.29
52-Week low 1.68
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ajel Ltd. (AJEL) - Director Report

Company director report

To

The Members

AJEL LIMITED

Your Directors have pleasure in presenting their 25th Annual Report on thebusiness and operations of your company for the financial year ended March 31st2019.

Financial Results

The standalone and consolidated financial performance of the Company for the financialyear ended March 31st 2019 is summarized below:

(Amount in Rupees Lakhs)

Standalone Consolidated
Particulars Current Year Previous Year Current Year Previous Year
31-03-2019 31-03-2018 31-03-2019 31-03-2018
Gross Revenue from Operations 320.82 369.98 546.15 670.85
Other Income 265.61 0.00 265.61 0.00
Total Revenue 586.43 369.98 811.77 670.85
Total Expenditure 394.07 389.21 700.16 761.58
Profit / (loss) Finance Costs 192.37 -19.23 111.61 -90.73
Exceptional items and Tax
Finance Costs 0.00 0.00 3.20 4.06
Profit / (loss) Before 192.37 -19.23 108.41 -94.71
Exceptional items and Tax
Less: Exceptional items 5.33 0.00 -27.81 0.00
Profit/ (loss) Before Tax 187.04 -19.23 136.21 -94.79
Less: - Tax 41.14 0.37 41.14 0.00
Profit / (loss) After Tax 145.90 -19.60 95.07 -94.79

Review of Performance and state of the company's affairs

During the year under review the overall performance of the Company was reasonableconsidering the sector/market conditions.

Members will notice that the revenue from operations on standalone basis decreased toRs.320.82 Lacs as against Rs.369.98 Lacs for the previous year. Members will furthernotice that the revenue from operations on consolidated basis reduced to Rs. 546.15 Lacsas against Rs. 670.85 Lacs of the previous year.

The Company earned Net Profit of Rs. 145.90 Lacs in the Current Year as compared tothe Net Loss of Rs. 19.60 Lacs suffered in the Previous year.

The Company is continuously striving to improve efficiency and deliver excellence inits professional services and project execution. The Company has identified new avenuesfor growth and is focusing its energies to develop business. The Company continues tofocus on delivering services to its identified market segments in its core technologyareas. It continues to align its sales and delivery organizations to an offshore centricmodel as well as big foray in to Domestic market.

Dividend and Transfer to Reserves

Although your Company has earned profits during the year the Board of Directors havedecided to plough back the Profits into the Company. Therefore your Directors have notrecommended any dividend for the Financial Year 2018-19.

There were no transfers to Reserves during the Financial Year 2018-19.

Share Capital

The Authorized Share Capital of the Company stands at Rs. 120000000/- (Rupees TwelveCrores only) divided into 1200000 (Twelve Lac) Equity Shares of Rs. 10/- (Rupees Ten)each.

As on date Paid up Share Capital stands at Rs. 116500000/- (Rupees Eleven CroresSixty-Five Lacs) divided into 11650000 (One Crore Sixteen Lakhs and Fifty Thousand)equity shares of Rs. 10/- each.

The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.

Consolidated Financial Results:

Pursuant to Regulation 33 of SEBI (Listing Obligations & Disclosures Requirements)Regulations 2015 and the Companies Act 2013 the Consolidated Financial Statementsprepared as per Companies Act 2013 and Accounting Standards duly audited forms part ofthe Annual Report.

Listing

The Company entered into Listing agreement with the BSE Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 toBSE where the Company's Shares are listed.

Board of Directors and Key Managerial Personnel:

The Board of directors of your company is duly constituted.

Proposed Reappointment:

As per the provision of the Companies Act 2013 Mr. Sureddy Venkat Reddy (DIN:02978529) Director of the Company who has been longest in the office retires by rotationat the ensuing Annual General Meeting of the Company and being eligible to offer himselffor re-appointment in accordance with the provisions of the Companies Act and pursuant toArticles of Association of the Company. The Board recommends his reappointment.

During the period under review the following changes took place in the Board:

1. Mr. Kallepalli Hariharanadha Raju was appointed as Additional Non-ExecutiveIndependent Director of the Company for a period of 5 years in the Board meeting held on23.01.2019 subject to approval of members.

2. Mr. Narendra Parupalli was appointed as Additional Non-Executive IndependentDirector of the Company for a period of 5 years in the Board meeting held on 15.04.2019subject to approval of members.

3. Mr. Sumanth John Wesley Kumara Swamy was appointed as AdditionalNon-Executive Independent Director of the Company for a period of 5 years in the Boardmeeting held on 14.08.2019 subject to approval of members.

Your Board recommends their appointment of the aforesaid Directors.

4. Mr. Dharmendra Kumar Sharma Independent Director of the Company has resignedfrom the Board of the Company on 15.04.2019.

5. Ms. Rajani Devarapalli Independent Director of the Company has resigned fromthe Board of the Company on 14.11.2018.

6. Mr.Mandireddy Narasimha Reddy Independent Director of the has resigned fromthe Board of the Company on 23.01.2019.

7. Mr. Satya Rajesh Rebba Pragada Additional Director was appointed on23.01.2019 and has resigned from the Board of the Company on 14.08.2019.

8. Mr. Anil Kumar Chede Director of the company has resigned from the Board on16.03.2019.

During the Period under review Board of Directors has accepted the resignation of Ms.Sneha Kandukuri Company Secretary of Company with effect from 17.09.2018 and appointedMs. Rajani Dasari as Company Secretary of the Company with effect from 16.03.2019.

Number of meetings of the board:

During the period under review 8 (Eight) Board meetings were held on 30.05.201814.08.2018 30.08.2018 17.09.2018 14.11.2018 23.01.2019 14.02.2019 and 16.03.2019 thegap between any two Board Meetings is within the period prescribed by the Companies Act2013 and Listing Agreement.

Declarations by Independent Directors:

The Company has received declarations form the Independent Director under Section149(6) of the Companies Act 2013 confirming their independence vis--vis the Company.

Board evaluation and assessment;

The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in;

a. More effective board process b. Better collaboration and communication c. Greaterclarity with regard to members roles and responsibilities d. Improved chairman managingdirectors and board relations The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the nonexecutive directors to the chairman

- Feedback on management support to the board.

Familiarisation Programme for Independent Directors

The Company shall through its Senior Managerial personnel familiarise the IndependentDirectors with the strategy operations and functions of the Company. The IndependentDirectors will also be familiarised with their roles rights and responsibilities andorientation on Statutory Compliances as a Board Member.

On appointment of the Independent Directors they will be asked to get familiarisedabout the Company's operations and businesses. An Interaction with the key executives ofthe Company is also facilitated to make them more familiar with the operations carried bythe company. Detailed presentations on the business of the company are also made to theDirectors. Direct meetings with the Chairman and the Managing Director are furtherfacilitated for the new appointee to familiarize him/her about the Company/its businessesand the group practices as the case may be and link is available at the websitewww.ajel.in.

Directors' Responsibility Statement

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013with respect to Directors' Responsibility Statement your board of directors to the bestof their knowledge and ability confirm that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2019 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively;

Audit Committee

The Audit Committee of the Company is duly constituted as per section 177 of thecompanies act 2013 and Regulation 18 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Composition and Scope of Audit Committee is as follows

The following are the members of the Audit Committee:

S.no Name Category of Director Designation
1. Mr. Narendra Parupalli Independent Director Chairperson
2. Mr. Hariharanadha Raju Kallepalli Independent Director Member
3. Mr. Venkat Reddy Sureddy Non-Executive Director Member

During the Period under review Audit committee has met 5 (Five) times in a year on30.05.2018 14.08.2018 30.08.2018 14.11.2018 & 14.02.2019.

Scope of Committee:

The terms of reference of the Audit Committee include the following:

a. Oversight of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

b. Recommending the appointment removal of external auditors fixation of audit feeterms of appointment and also approval for payment for any other services.

c. Reviewing with the management the annual financial statements and auditor's reportthereon before submission to the Board for approval focusing primarily on:

? Matters required to be included in the director's responsibility statement to beincluded in the board's report in terms of clause (c) of sub-section (3) of Section 134 ofthe Companies Act 2013;

? Any changes in accounting policies and practices and reasons for the same;

• ? Major accounting entries involving estimates based on the exercise of judgmentby management;

• ? Qualifications in the draft audit report;

• ? Significant adjustments made in the financial statements arising out of audit;

• ? The going concern assumption;

• ? Compliance with accounting standards;

? Compliance with listing and legal requirements concerning financial statements; d.Reviewing with the management and auditors and the adequacy of internal control systems;

e. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;

f. Reviewing with the management the quarterly financial statements and auditor'sreport before submission to the Board for approval;

g. Reviewing with the management the statement of uses/application of funds raisedthrough an issue the statement of funds utilized for purposes other than those stated inthe offer document/prospectus/notice and the report submitted by the monitoring agencymonitoring the utilisation of proceeds of a public or rights issue and making appropriaterecommendations to the board to take up steps in this matter;

h. Approval or any subsequent modification of transactions of the listed entity withrelated parties;

i. Scrutiny of inter-corporate loans and investments;

j. Valuation of undertakings or assets of the listed entity wherever it is necessary;

k. Evaluation of internal financial controls and risk management systems;

l. Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;

m. To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;

n. To review the functioning of the whistle blower mechanism;

o. Approval of the appointment of Chief Financial Officer after assessing thequalifications experience and background etc. of the candidate.

p. Composition name of members and Chairperson

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

Nomination and Remuneration Committee:

The Company had constituted the Nomination and Remuneration Committee under section 178of the Companies Act 2013.

(a) Composition Meetings and Attendance during the year

The Nomination and Remuneration Committee comprises of the following members

S. No Name Category of Director Designation
1. Mr. Narendra Parupalli Independent Director Chairperson
2. Mr. Hariharanadha Raju Kallepalli Independent Director Member
3. Mr. Venkat Reddy Sureddy Non-Executive Director Member

During the Period under review Nomination & Remuneration committee has met 5 (Five)times in a year on 14.08.2018 17.09.2018 14.11.2018 23.01.2019 & 16.03.2019.

(b) Selection and Evaluation of Directors

The Board has based on recommendations of the nomination and remuneration Committeelaid down following policies:

1. Policy for Determining qualifications Positive Attributes and Independence of aDirector

2. Policy for Board & Independent Directors Evaluation

(c) Performance Evaluation of Board Committees and Directors

The company believes formal evaluation of the board and of the individual directors onan annual basis is a potentially effective way to respond to the demand for greater boardaccountability and effectiveness. For the company evaluation provides an ongoing meansfor directors to assess their individual and collective performance and effectiveness. Inaddition to greater board accountability evaluation of board members helps in;

e. More effective board process

f. Better collaboration and communication

g. Greater clarity with regard to members roles and responsibilities

h. Improved chairman managing directors and board relations

The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

(d) Remuneration Policy for Directors

- Ensuring that the level and composition of remuneration is reasonable and sufficientto attract retain and motivate Directors of the quality required to run the companysuccessfully;

- Ensuring that relationship of remuneration to performance is clear and meets theperformance benchmarks; and

- Ensuring that remuneration involves a balance between fixed and incentive payreflecting short and long term performance objectives appropriate to the working of thecompany and its goals.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure anddevelopments opportunities and threats future outlook risks and concerns etc. isfurnished separately and forms part of this report.

Subsidiary Companies

The Company has one Subsidiary Company the details of which is appended as ‘AnnexureI' to this Report

Particulars of Contracts or arrangements with related parties

All the related party transactions that were entered during the financial years were inthe ordinary course of business of the company and were on arm length basis. There were nomaterially significant related party transactions entered by the company during the yearwith the promoters directors key managerial personnel or other persons which may have apotential conflict with the interest of the company.

The policy on related party transactions as approved by the board of directors ishosted on the website of the company viz. www.ajel.in.

Particulars of every contract or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arm's length transactions under third proviso thereto shall be disclosed in FormNo. AOC-2 as ‘Annexure II' to this report.

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as ‘Annexure III' to thisReport.

In terms of Section 136 of the Companies Act 2013 the same is open for inspection atthe Registered Office of the Company.

Copies of this statement may be obtained by the members by writing to the CompanySecretary at the Registered Office of the Company.

The ratio of the remuneration of each Director to the median employee's remunerationand other details in terms of Section 197(12) of the Companies Act 2013 read with Rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areenclosed in Annexure III and forms part of this Report.

Statutory Auditors

In terms of Section 139 of the Companies Act 2013 Board of Directors at their meetingheld on 14.02.2019 has Appointed M/s. Ramesh Athasniya & Co. Chartered Accountants(Firm Registration no. 007480S) as Statutory Auditor of the company in casual vacancy ofM/s. Naresh Dinesh & Associates Chartered Accountants (Firm Registration No.140097W). Subsequently the members of the Company upon recommendation of Board ofDirectors has appointed M/s. Ramesh Athasniya & Co Chartered Accountants as StatutoryAuditor of the company for the financial year 2018-19 in the Extra- Ordinary generalmeeting of the Company held on 13.05.2019.

In terms of Section 139 of the Companies Act 2013 and the rules made thereunderresolution with respect to appointment of M/s. Ramesh Athasniya & Co CharteredAccountants as statutory auditors of the company for a period of 4 years is proposed forthe members approval at the ensuing Annual General Meeting.

Management responses to observations in Auditor's Report

The following are the responses of the management against the observation made by thestatutory auditors.

In respect of written off of un-reconciled balances representing the following heads:

Sl. No. Account Head Amount Rs.
1 Sundry Debtors 6914580.39
2 Sundry Creditors (92944.63)
3 TDS Receivable 731516.00
4 Service Tax Receivable 1234956.00
5 Provisions (3625266.00)

1. The total of which amounting to Rs. 5162842/- which were pending due from previousyears where no documentation / information is available with the management of the companyexcept an oral reply stating them as un-reconciled and long-standing balances.

Management Response

The Sundry Debtors and Sundry Creditors are pertaining to the period previous to 2008from which period the management is hopeful of collecting the debtors. However inspite ofrepeated representations and follow-up the same are un-realized until March 2019.Considering the non-realizability the management and the auditors were formed the opinionto write-off of the same and accordingly the write-off is made during the financial year.Further Service Tax included in various services has been recognized previously asService Tax Receivable under the Assets. However due to reconciliation issues the samewas not even reported in the Service Tax Returns and consequently became ineligible forrefund. This amount has been written off during the year.

2. In respect of partial write back of investments amounting to Rs.3346595/- (MarketValue as on 31.03.2019 Rs.5719754/-) which were written off in the books ofaccounts during the Financial Year 2000-2001 as ‘Investments written off' for a valueof Rs. 5839367/- though the company holds the title of such investments:

(i) we are unable to find any explanations/information as to why these investments havebeen written off during the said financial year;

(ii) the value of investments written back is as per the management's estimation basiswithout any substantial evidence;

(iii) The company does not have any explanation/information as to the residuary valueof the Investments (the difference between actual amount written off during the financialyear 2000-2001 and the amount written back in the books of accounts). However asexplained by management they are in the process of getting information. Had all theinvestments written off during the FY 2000-2001 been written back the profit would havebeen increased by Rs.2492772/-.

Management Response

The management is of the view that the investments made by the company would providereturns however the same were not realized. Accordingly the investments for which thereturns are not forceable were written off during the financial year ended 31-Mar-2019.Considering the probability of returns certain of the investments were continued for thesubsequent financial year and hence not written off. However while writing back thoseInvestments into the books because of non-availability of the data in respect of actualcost of the Investments which written back estimated value has been adopted.

Cost Audit Report

The provisions of Section 148 of the Companies Act 2013 does not apply to the Companyand hence no cost auditors are appointed.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 the company is required to obtain Secretarial Audit Report from PracticingCompany Secretary. Mr. NVSS Suryanarayana Rao practising company secretary was appointedto issue Secretarial Audit Report for the Financial Year 2018-19.

Secretarial Audit Report issued by Mr. NVSS Suryanarayana Rao Practising companysecretary in Form MR-3 for the Financial Year 2018-19 is enclosed as Annexure to thisReport.

The following are the management's reply to the Secretarial auditor's observations:

S. No. Observations of Secretarial Auditor Management's Reply
1. During the period under review the Company has submitted the Annual Performance report with Syndicate AD bank from the financial year 2009-10 to 2017-18. Due to administrative lapses the company has missed to file the APR with AD Bank However during the period under review the same has submitted to AD Bank
2. There was a delay in filing certain forms with Registrar of Companies Telangana. The Management will ensure for timely compliance
3. There is a pending Listing approval for listing of 900000 Equity Shares allotted on 14.11.2012 on Preferential Basis. The application for Listing of 900000 Equity Shares was rejected by BSE. The company is in the process of refiling the same.
4. There is a pending Trading approval for trading of 600000 Equity Shares which was Listed on 18th February 2013. The application for Trading Approval for 600000 Equity Shares was rejected by BSE. The company is in the process of refiling the same.

As required under the provisions of SEBI LODR Regulations a certificate confirmingthat none of the Directors on the Board have been debarred or disqualified by theBoard/Ministry of Corporate Affairs or any such statutory authority obtained from M/s NVSSSuryanarayana Rao. Practicing Company Secretaries is a part of the these report.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August13 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100listed entities based on their market capitalization on Bombay Stock Exchange Ltd andNational Stock Exchange of India Ltd as at 31st March 2012. In view of therequirements specified the company is not mandated for the providing the BRR and hence donot form part of this Report.

Extract of the Annual Return

In accordance with Section 134(3) (a) of the Act an extract of the Annual Return inthe prescribed format is appended as ‘Annexure VI' to this Report and alsoplaced on the website of the Company at www.ajel.in .

Corporate Social Responsibility

The provisions w.r.t. CSR is not applicable to the Company. Therefore the Company hadnot constituted CSR committee during the Financial Year 2018-19.

Particulars of Loans Guarantees and Investments

Details of loans and guarantees given and investments made under Section 186 of the Actare provided in the Notes to the Financial Statements.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of section 177 of the companies act 2013 and the rulesframed there under and pursuant to the applicable provision of SEBI (Listing ObligationsAnd Disclosure Regulations) 2015 of the listing agreement entered with stock exchangesthe company has established a mechanism through which all stake holders can report thesuspected frauds and genuine grievances to the appropriate authority. The Whistle blowerpolicy which has been approved by the board of directors of the company has been hosted onthe website of the company viz. www.ajel.in.

Remuneration Policy:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

Risk Management Policy

The board of directors has formed a risk management committee to identify evaluatemitigate and monitor the risks associated with the business carried by the company. Thecommittee reviews the risk management plan and ensures its effectiveness. A mechanism hasbeen put in place which will be reviewed on regular intervals.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. During the financial year ended 31st March 2019 theCompany has not received any complaints pertaining to Sexual Harassment.

Material changes and commitments if any affecting the financial position of thecompany

We have established one data centre in Edison NJ USA and it is currently up andrunning. The large size of the addressable global market and its steady expansion whenviewed with the relatively low current level of penetration suggests significant headroomfor our future growth. The Company has positioned itself well for this anticipated growthin business with an appropriate structure strategy and capabilities.

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

Public Deposits

Your Company has not accepted any deposits from the public. As such there was noprincipal or interest outstanding on the date of the Balance Sheet.

Particulars of Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo

Conservation of Energy which is not furnished as the relative rule is not applicable toyour company.

There is no information to be furnished regarding Technology Absorption as your companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adapted.

Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the ForeignExchange outgo during the year in terms of actual outflows is as follows:

Foreign Exchange Inflows: Rs. 3309035.

Foreign Exchange Outflows: 0.00

Internal Audit & Controls

The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.

Internal Financial Control Systems

The Company has adequate Internal Financial Controls consistent with the nature ofbusiness and size of the operations to effectively provide for safety of its assetsreliability of financial transactions with adequate checks and balances adherence toapplicable statues accounting policies approval procedures and to ensure optimum use ofavailable resources. These systems are reviewed and improved on a regular basis. It has acomprehensive budgetary control system to monitor revenue and expenditure against approvedbudget on an ongoing basis.

Industrial Relations

The company enjoyed cordial relations with its employees during the year under reviewand the Board appreciates the employees across the cadres for their dedicated service tothe Company and looks forward to their continued support and higher level of productivityfor achieving the targets set for the future.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of Section 177 of the Companies Act 2013 and the rulesframed there under and pursuant to the applicable provision of SEBI (LODR) Regulations2015 the company has established a mechanism through which all stake holders can reportthe suspected frauds and genuine grievances to the appropriate authority.

Risk Management Framework

Pursuant to SEBI (LODR) Regulations 2015 the Board of Directors of the top 100 Listedentities are mandated to constitute a Risk Management Committee. Since the Company is notfalling under the above criteria there is no requirement to constitute such a committee.

However periodic assessments to identify the risk areas are carried out and managementis briefed on the risks in advance to enable the Company to control risk through aproperly defined plan. The risks are taken into ac- count while preparing the annualbusiness plan for the year.

Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement

Acknowledgements

Your Directors wish to express their appreciation of the support and co-operation ofthe Central and the State Government bankers financial institutions businessassociates employees shareholders customers suppliers and alliance partners and seekstheir continued patronage in future as well.

for and on behalf of the Board of

Ajel Limited
Place: Mumbai Sd/- Sd/-
Date: 03.09.2019 Srinivasa Reddy Arikatla Harshana Antharaji
Managing Director Wholetime Director
DIN: 01673552 DIN: 07466984

Annexure -I

Form 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 ofsubsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

S. No. Particulars Details
1. Name of the subsidiary Ajel Technologies India Private Limited
2. Reporting period for the subsidiary concerned if different from the holding company's reporting period Same as Holding Company
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries NA
4. Share capital 7500000
5. Reserves & surplus (6029136)
6. Total assets 6059994
7. Total Liabilities 12089130
8. Investments 4422360
9. Turnover 0
10. Profit before taxation 0
11. Provision for taxation 0
12. Profit after taxation 0
13. Proposed Dividend 0
14. % of shareholding 100%

Annexure -II

FORM NO. AOC.2

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 transactions under third provisothereto(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2)of the Companies (Accounts) Rules 2014)

1. Details of contracts or arrangements or transactions not at arm's lengthbasis: Nil

a. Name(s) of the related party and nature of relationship

b. Nature of contracts/arrangements/transactions

c. Duration of the contracts/arrangements/transactions

d. Salient terms of the contracts or arrangements or transactions including the valueif any

e. Justification for entering into such contracts or arrangements or transactions

f. date(s) of approval by the Board g. Amount paid as advances if any:

h. Date on which the special resolution was passed in general meeting as required underfirst proviso to section 188

2. Details of material contracts or arrangement or transactions at arm's lengthbasis: NIL

a. Name(s) of the related party and nature of relationship:

b. Nature of contracts/arrangements/transactions:

c. Duration of the contracts/arrangements/transactions: NA

d. Salient terms of the contracts or arrangements or transactions including the valueif any: NA

e. Date(s) of approval by the Board if any: NA

f. Amount paid as advances if any: NIL

for and on behalf of the Board of

Ajel Limited
Place: Mumbai Sd/- Sd/-
Date: 03.09.2019 Srinivasa Reddy Arikatla Harshana Antharaji
Managing Director Wholetime Director
DIN: 01673552 DIN: 07466984

Annexure III

Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration ofManagerial personnel) Rules 2014

PART- A

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year

S. No. Name of the Director Ratio of the remuneration to the median remuneration of the employees
1 Mr. Srinivasa Reddy Arikatla NA
2 Mr. Hariharanadha Raju Kallepalli NA
3 Mr. Narendra Parupalli NA
4 Ms. Harshana Antharaji NA
5 Mr. Venkat Reddy Sureddy NA
6 Mr. Sumanth John Wesley Kumaraswamy NA

2. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager in the financial year

S. No. Name of the KMP Percentage increase in remuneration
1 Mr. Balaram Reddy Chintakuntla NA
2 Ms. Rajani Dasari NA

3. The number of permanent employees on the rolls of Company; 20 employees

4. In the Financial Year 2018-19 there was no increase in the median Remuneration ofemployees

5. The key parameters for the variable component of remuneration availed by thedirectors the Remuneration paid to Key Managerial Personnel are as per the RemunerationPolicy of the Company.

PART- B

Information under Section 197 (12) of the Companies Act 2013 read with the rule 5(2)of the Companies (Appointment and remuneration of managerial personnel) Rules 2014 andforming part of Directors Report for the year ended March 31 2019

Names of top 10 Employees Employed throughout the Financial Year and in receipt ofremuneration aggregating Rs 10000000 ( 1 Crore) or more

Name of the Employee Designation Remuneration (in Rs.) Qualification Experience (years) Date of Commencement of Employment Age Last employment held before joining the company % of equity shares held in the Company
NIL

Names of top 10 Employees Employed throughout the Financial Year and in receipt ofremuneration for a part of that year at a rate which in the aggregate was not less than850000 lakh rupees Per Month

Name of the Employee

Designation

Remune ration (in Rs.)

Qualification

Experience (years)

Date of end of Employment

Age

Last employment held before joining the company

% of equity shares held in the Company

NIL

(iii) Employee employed throughout the financial year or the part thereof was inreceipt of remuneration in that year which in the aggregate or the case may be at arate which in the aggregate is in excess of that drawn by the managing director orwhole-time director or manager and holds by himself or along with his spouse and dependentchildren not less than 2 % of the equity shares of the company: Nil

for and on behalf of the Board of Ajel Limited

Place: Mumbai Sd/- Sd/-
Date: 03.09.2019 Srinivasa Reddy Arikatla Harshana Antharaji
Managing Director Wholetime Director
DIN: 01673552 DIN: 07466984

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