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Allied Digital Services Ltd.

BSE: 532875 Sector: IT
NSE: ADSL ISIN Code: INE102I01027
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VOLUME 111324
52-Week high 74.75
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P/E 45.98
Mkt Cap.(Rs cr) 357
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OPEN 72.00
CLOSE 70.25
VOLUME 111324
52-Week high 74.75
52-Week low 17.30
P/E 45.98
Mkt Cap.(Rs cr) 357
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Allied Digital Services Ltd. (ADSL) - Director Report

Company director report

Dear Members

The Directors are pleased to present the Twenty Sixth Annual Report on the business andoperations along with the Audited Standalone and Consolidated Financial Statements for theyear ended March 31 2020.

1. FINANCIAL PERFORMANCE:

The Standalone and Consolidated financial statements for the financial year ended March31 2020 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2019-20:

(Rs. In Lakhs)

Particulars STANDALONE CONSOLIDATED
2019-20 2018-19 2019-20 2018-19
Total Operating Income 9419 7523 33014 23973
Other Income 558 412 558 412
Total Income 9978 7935 33572 24384
Less: Operating Expenditure 7159 4866 28248 20118
Profit before Interest Depreciation Amortization Tax & Exceptional Item 2819 3069 5324 4266
Less: Depreciation 1370 1385 2221 2162
Less: Finance cost 619 921 699 1003
Profit before Tax and Exceptional Item 830 762 2404 1102
Exceptional Item - 351 - 351
Profit before Tax 830 1113 2404 1453
Less: Provision for Taxation - - 441 65
Less: Deferred Tax Liability 41 150 41 150
Net Profit after tax 788 963 1922 1238
Other Comprehensive Income (25) (35) 50 (35)
Shares of Profit/(Loss) of Associates & Joint Ventures - - 2 -
Total Comprehensive Income (after tax) 764 928 1975 1203
Attributable to Owners of the Company 2281 1196
Attributable to Non-Controlling Interest - - 306 (7)
Paid-up equity share capital (Face Value of ' 5/-) 2510 2510 2510 2510
Reserves excluding Revaluation Reserves as per Balance Sheet of previous Accounting Year 44618 43797 43128 41171
Earning per Share
Basic 1.57 1.92 3.83 2.46
Diluted 1.57 1.92 3.83 2.46

2. RESULT OF OPERATING PERFORMANCE ONGOING PROJECTS & STATE OF AFFAIRS:

Your Company is focusing on growth and achieving profitability along with a renewedcommitment to customer services. Positive modifications are expected in the near futureboosting company's revenue. Your Company is also focusing extensively on expanding thebusiness and improvements in operations through various strategic projects for operationalexcellence.

There was no change in the nature of business of the Company during the year underreview.

a) Standalone Financial Statements:

During the year under review there was 26% increase in the total income of thecompany and there was actual increase of 9% in the Profit before exceptional items andtaxes for the year.

b) Consolidated Financial Statements:

During the year under review the overall consolidated income grew by 38% and theprofit after tax level of ' 19.22 Crs. was higher by almost 55% as against the previousyear amount of ' 12.37 Crs. mainly due to increased sales volume and considerablereduction in the finance costs.

c) Ongoing Projects & State of Affairs:

The Ongoing Projects & State of Affairs of the Company is presented as part ofManagement Discussion and Analysis Report which forms part of the Annual Report.

Further information regarding the potential impact of COVID-19 and various steps takenby your Company are provided as part of the Management Discussion and Analysis Report(MDAR).

d) Revision of Financial Statement:

There was no revision of the financial statements pertaining to previous financial yearduring the year under review.

e) Disclosure of Internal Financial Controls:

The Board of your Company has laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and operatingeffectively. Your Company has adopted policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

f) Investor Education and Protection Fund:

In terms of the provisions of Investor Education and Protection Fund (AccountingAudit Transfer and Refund) Rules 2016 Investor Education and Protection Fund (Awarenessand Protection of Investors) Rules 2001 ' 81481.75 of unpaid/ unclaimed dividends wasunpaid/unclaimed is yet to be transferred to the Investor Education and Protection Fund.The Company is in the process of doing the needful.

3. REPORT ON HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURECOMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY:

a. The Company has Seven (7) Foreign Subsidiaries two (2) Indian Subsidiaries andthree (3) Associate Companies. The Company did not have any joint venture company.

Following are the details of Subsidiary and Associate Companies:

Sr. No. Name of Company Subsidiary / Joint ventures/ Associate Company Date of becoming of Subsidiary/Joint Ventures/ Associate Company.
1. Allied Digital Services LLC (USA) Subsidiary July 02 2008
2. Allied Digital INC (USA) Subsidiary October 31 2007
3. Allied Digital Singapore Pte Limited Subsidiary October 12 2010
4. Allied Digital Asia Pacific Pty Limited (Australia) Subsidiary September 16 2010
5. Allied Digital Services (UK) Ltd. Subsidiary December 04 2013
6. Allied Digital Services Oy. Subsidiary June 08 2018
7. Allied Digital Services (Ireland) Limited Subsidiary November 04 2019
8. En Pointe Technologies India Private Limited Subsidiary December 29 2006
9. Allied-eCop Surveillance Private Limited Subsidiary August 06 2007
10. Assetlite Equipment India Private Limited Associate September 26 2009
11. Soft Shell System (I) Private Limited Associate August 07 2015
12. Allied CNT Solutions Private Limited Associate July 06 2004

There is no material change in the nature of the business of Subsidiaries or AssociateCompanies.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 (‘theAct') the statement containing the salient features of the financial statement ofSubsidiaries and Associates Companies in the prescribed Form AOC-1 is appended as "AnnexureI" to the Board's Report.

b. Material Subsidiaries:

Allied Digital Services LLC USA is a Material Subsidiary whose income in theimmediately preceding accounting year exceeds twenty percent of the consolidated income ofthe Company and its Subsidiaries.

The Policy for determining Material Subsidiaries as approved may be accessed on theCompany's website at the link:

https://www.allieddigital.net/in/downloads/Inv_Policies/Policy_on_Determination_of_Material_Subsidiaries.pdf

During the year under review the Board of Directors reviewed the affairs of thesubsidiaries from time to time and there has been no material change in the nature of thebusiness of subsidiaries.

4. RECENT DEVELOPMENTS:

Your Company is adopting new technologies as it foresees massive growth in IT Solutionsand Services in the domain of loT (Internet of Things) Smart Cities and next generationAutomation solutions leveraging machine learning and Artificial Intelligence("Al").

The Company has developed advanced solutions for Covid-19 pandemic such as bringingintelligent alerts of crowd gathering during the pandemic automated centralized publicannouncements in streets Drone based surveillance. During the year your company hascontinued to sharpen IoT and computer vision-based technology skillsets to enhance smartcity solutions and innovative thermal scanning solutions.

5. DIVIDEND:

Your Board is pleased to recommend for your consideration a dividend of ' 0.50 (FiftyPaise only) per Equity Shares of ' 5/- for the financial year 2019-20. The aforesaiddividend will involve a total payout of ' 251.03 Lakhs and is subject to the approval ofMembers at the ensuing General Meeting of your Company. The proposed dividend payout is inaccordance with the Company's Dividend Policy.

6. TRANSFER TO RESERVES:

Your Company has not recommended transfer of any amount out of the profit to reservesduring the year under review. Hence the entire amount of profit for the year under reviewhas been carried forward to the Profit and Loss surplus account.

7. DEPOSITS:

Your Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposits) Rules 2014 from public during the year under review.However as on the Balance Sheet date i.e. March 31 2020 there were unclaimed fixeddeposits amounting to ' 5.91 lakhs lying with the Company.

The details relating to deposits covered as per the Chapter V of the Companies Act2013 are as under:

(Rs. In Lakhs)

1 Particulars
Deposits accepted during the year --- ---
Deposits unclaimed at the end of the year 5.91 15.57
Default in repayment of deposits or payment of interest thereon --- ---

Your Company has not defaulted in repayment of deposits or payment of interest.

8. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT 2013:

Except as disclosed elsewhere in the report there were no material changes andcommitments occurred during the period between the end of the financial year to which thefinancial statements relate and date of said report which could affect the financialposition of the Company.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

In line with the requirements of the Companies Act 2013 and amendment to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("Listing Regulations'') your Company has formulated a Policy onRelated Party Transactions which is also available on the Company's website at:

https://www.allieddigital.net/in/downloads/Inv_Policies/Related_Party_Transaction_Policy.pdf.

The Policy intends to ensure that proper reporting approval and disclosure processesare in place for all transactions between the Company and Related Parties.

All Related Party Transactions are placed before the Audit Committee and the Board onquarterly basis for review and approvals. Prior omnibus approval is obtained for RelatedParty Transactions for transactions which are of foreseeable and of a repetitive nature.

All Related Party Transactions entered during the financial year under review were inOrdinary Course of the Business and at Arm's Length basis. None of the transactionsentered into with the related parties whether singly or taken together with thetransaction entered into with the related party during the year was materiallysignificant related party transaction except those disclosed in the financial statements.

There were no transactions/contracts/arrangements with related party(ies) which arerequired to be reported in Form AOC-2.

Pursuant to Regulation 23(9) of the Listing Regulations your Company has filed thereports on related party transactions with the Stock Exchanges.

10. PARTICULARS OF LOANS ADVANCES GUARANTEES OR INVESTMENTS:

Pursuant to the provisions of Section 186 of Companies Act 2013 and Schedule V of theListing Regulations the disclosure on particulars of Loans Advances and Guaranteesgiven and investments made are provided as part of the Financial Statements.

11. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) CHANGE IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of your Company is duly constituted in accordance with the requirements ofthe Companies Act 2013 read with the Listing Regulations.

Dr. Shrikant Parikh Ms. Shubhada Jahagirdar Prof. Venugopal Iyengar IndependentDirectors of the Company were reappointed on April 01 2020 as Independent Directors ofthe Company for second term for continuous period of five years to hold office up to March31 2024.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. Nehal NitinShah (DIN: 02766841) Director being longest in the office shall retire by rotation atthe ensuing Annual General Meeting of the Company and being eligible has offered himselffor re-appointment.

Prof. Venugopal Iyengar (DIN: 02591297) Independent Director of the Company ceased tobe Director of the Company due to his sudden demise on April 29 2020. The Boardappreciate his valuable contribution to the Company during his tenure and express deepsympathy sorrow and condolence to his family.

Mr. Milind Madhav Kamat (DIN: 01772084) was appointed as an Additional Director(Independent Director) with effect from June 11 2020 for a period of five years subjectto the approval of shareholders in the ensuing Annual General Meeting on the terms andconditions as recommended by the Nomination & Remuneration Committee and approved bythe Board of the Company in their meeting held on June 11 2020.

In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.

b) DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS:

Definition of ‘Independence' of Directors is derived from Regulation 16 of theListing Regulations and Section 149(6) of the Companies Act 2013. The Company hasreceived necessary declarations under Section 149(7) of the Companies Act 2013 andRegulation 25(8) of the Listing Regulations from the Independent Directors stating thatthey meet the prescribed criteria for Independence. All Independent Directors haveaffirmed compliance to the code of conduct for independent directors as prescribed inSchedule IV to the Companies Act 2013.

12. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES:

a. BOARD MEETINGS:

Five meetings of the Board were held during the year under review. The Meetings wereheld on May 29 2019 August 13 2019 October 31 2019 November 13 2019 and February 42020. Brief details of the said Meetings are provided in the Corporate Governance Reportwhich is a part of this Annual Report.

b. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge 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. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year as atMarch 31 2020 and of the profit of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. 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

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

c. COMMITTEES OF BOARD:

The Board has constituted the following Committee(s) as mandated under the provisionsof the Companies Act 2013 and Listing Regulations. There are currently five (5)Committees of the Board namely:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholders Relationship Committee;

- Corporate Social Responsibility Committee; and

- Management Committee.

Details of Committees along with their charter composition and attendance of Directorsat Meetings of the Committees are provided in the Corporate Governance report.

I. AUDIT COMMITTEE:

The Audit Committee has been constituted by the Board in accordance with theprovisions of Section 177 of the Companies Act 2013 read with Regulation 18 of ListingRegulations. During the year under review the Board had accepted all the recommendationsof the Audit Committee.

The composition and other details of the Audit Committee is presented in the CorporateGovernance Report.

II. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act 2013 read withRegulation 19 of Listing Regulations the Board has constituted the Nomination andRemuneration Committee which inter-alia recommends to the Board the criteria forappointment of Director(s) along with the compensation terms of Executive Directors andsenior managerial personnel's.

The Board has approved the Nomination and Remuneration Policy for Directors Keymanagerial personnel and all other employees of the Company. The said policy is hosted onthe website of the Company. The Web link of the same is as follows:

https://www.allieddigital.net/in/downloads/Inv_Policies/Nomination_Remuneration_policy.pdf.

The composition and other details of the Nomination and Remuneration Committee ispresented as part of Corporate Governance Report which forms part of the Annual Report.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee is duly constituted in accordance with theprovisions Section 178 of the Companies Act 2013 read with Regulation 20 of ListingRegulations. The primary objective Stakeholders Relationship Committee of the Company isto consider and resolve the grievances of security holders/members of the Company.

The composition and other details of the Stakeholders Relationship Committee ispresented as part of Corporate Governance Report which forms part of the Annual Report.

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE ("CSR COMMITTEE"):

The CSR Committee is duly constituted as per provisions of Section 135 of the CompaniesAct 2013 consisting of three (3) Directors of which two (2) Directors are Non -Executive Independent Directors and one (1) Executive Director and the Chairperson is anIndependent Director. The said Committee has been entrusted with the responsibility offormulating and recommending to the Board Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by your Company monitoring theimplementation of the framework of the CSR Policy and recommending the amount to be spenton CSR activities. The detailed report on CSR activities is attached as "AnnexureII" to this report.

The key philosophy of the Company's CSR initiative is to promote development throughsocial and economic transformation. The CSR Policy of the Company can be accessed on theCompany's website in the link provided herein below:

https://www.allieddigital.net/in/downloads/Inv_Policies/CSR%20Policy.pdf

V. MANAGEMENT COMMITTEE:

The Management Committee was constituted by the Board on April 28 2009. The Committeeis entrusted with the operational and administrative power. The Committee comprises ofthree (3) members i.e. Mr. Nitin Shah Chairman and Managing Director Mr. Prakash ShahWhole-time Director and Mr. Paresh Shah Chief Executive Officer of the Company.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are as follows:

A. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy:

Your Company has always considered energy and natural resource conservation as a focusarea. Though the operations of the Company are not energy intensive it strongly believesthat it is the need of the hour to do best efforts to conserve energy and naturalresources like water.

Your Company continues to take sustainable steps voluntarily to contribute towardsbetter environment.

Selected few steps/impact are listed below:

- Use of natural Lightning and natural ventilation;

- Use of energy efficient electric equipment such as use of LED bulbs;

- Conservation of water ensuring no leakages in taps;

- Encourage use of environment-friendly reusable water bottles;

- Car-pooling during meetings and encourage use of public transport;

- Discouraging use of non-disposable plastic bags plates etc.;

- Switching off work stations and laptops;

- Controlling the air-conditioning equipment optimally in the premises;

- Educating employees

- and workers for energy conservation.

(ii) Steps taken by the Company for utilizing alternate sources of energy:

Your Company is using electricity as main source of its energy requirement and does nothave any alternate source of energy.

(iii) Capital investment on energy conservation equipment's:

During the year under review there was no such investment in energy saving equipmentapart from promoting replacement of CFL to LED bulbs where applicable.

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption:

Your Company has innovation as part of its motto. It is always thrive to be a pioneerfor adoption new technologies which either be useful for generating new business for itscustomers or for its self-use. It evaluates the best available technology for improvingits performance and quality of its service operations.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution:

Your Company has adopted new technology to strengthen its infrastructure in the USwhich is leveraged by many customers that has helped giving top quality uninterruptedservices. It has adopted new technologies to apply to solve challenges faced by customers.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year):

Your Company has not imported technology during the three preceding years under review.

iv. Expenditure incurred on Research and Development:

Your Company has been continuously working on innovative projects which are eitherpart of- New features of their ADiTaaS product;

- Doing proof-of-concepts on new technologies;

- Investing in new technology training/learning.

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of the Foreign Exchange earned in terms of Actual Inflows and the ForeignOutflow during the year in terms of Actual Outflows are as follows:

(Rs. In Lakhs)

1 Particulars 2019-20 2018-19 1
Earnings 3595 4342
Outflow (including Capital imports) 229 114
Net Foreign Exchange Earnings (NFE) 3366 4228
NFE/ Earnings (%) 94 97

15. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of the Listing Regulations the Management Discussion andAnalysis Report capturing the Company's performance industry trends and other materialchanges with respect to the Company and its Subsidiaries wherever applicable arepresented in a separate section forming a part of this Annual Report.

16. CORPORATE GOVERNANCE:

Your Company believes in adopting best practices of Corporate Governance. CorporateGovernance principles which form the core values of the Company. These guiding principlesare also articulated through the Company's code of business conduct Corporate GovernanceGuidelines as per Schedule V of Listing Regulations the Auditors' certificate onCorporate Governance is annexed to the Boards' Report. The requisite certificate from thePracticing Company Secretary confirming compliance of the conditions of CorporateGovernance is attached to the Report on Corporate Governance.

17. EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) and section 134(3)(a) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 an extract of theAnnual Return as on March 31 2020 is in Form MGT-9 which is annexed as "AnnexureIII" to this report.

Further the Company has also placed a copy of the Annual Return of the Financial Year2018-2019 filed with the Ministry of Corporate Affairs on the website i.e.www.alieddigital.net

18. ANNUAL EVALUATION:

The evaluation framework for assessing the performance of Directors of the Companycomprises of contributions at the meetings strategic perspective or inputs regarding thegrowth and performance of the Company among others.

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theDirectors have carried out the Annual Performance Evaluation of the Board IndependentDirectors Non-Executive Directors Executive Directors Committees and the Chairman ofthe Board.

The Nomination and Remuneration Committee considered and discussed the inputs receivedfrom the Directors and the outcome of such evaluation process was satisfactory whichreflected the overall engagement of the Board and its Committees with the Company.

Further the Independent Directors at their meeting held on February 04 2020 reviewedthe performance of the Board Chairman of the Board Executive and Non- ExecutiveDirectors.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of Listing Regulations your Company has placed aFamiliarization Programme for Independent Directors to familiarize them with the workingof the Company their roles rights and responsibilities vis-a-vis the Company theindustry in which the Company operates business model etc. on the website of the Company.The link for accessing the said program is:

https://www.allieddigital.net/in/downloads/Inv_Policies/Familiarisation_Programme_Independent_Directors.pdf.

20. THE VIGIL MECHANISM:

Your Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns andto ensure strict compliance with ethical and legal standards across the Company. Theprovisions of this Policy are in line with the provisions of the Section 177(9) of theCompanies Act 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers)Rules 2014.

The employees of your Company have the right to report their concern or grievance tothe Chairman of the Audit Committee. Your Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Whistle BlowerPolicy is hosted on the website of the Company at:

https://www.allieddigital.net/in/downloads/Inv_Policies/Whistle_blower_and_vigil_mechanism.pdf.

21. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Statutory Auditors

At the Twenty Fifth Annual General Meeting held on September 10 2019 M/s. Shah &Taparia Chartered Accountant Mumbai (Firm Registration No. 109463W) was appointed asStatutory Auditors of the Company for second term of five years i.e. conclusion of TwentyFifth Annual General Meeting until conclusion of Thirtieth Annual General Meeting of theCompany.

The Auditor's Report to the Shareholders for the Financial Year ended on March 31 2020does not contain any qualification or observation. The notes to accounts referred to inAuditors' Report are self-explanatory and therefore do not call for any furtherexplanation or comments from the Board.

b. Secretarial Auditors

The Board had appointed M/s. Rathi & Associates Company Secretaries as SecretarialAuditors for the financial year 201920. Secretarial Audit Report issued by them in FormMR-3 for the financial year 2019-20 forms part of this report and marked as "AnnexureIV".

The comments on the specific observations made in the above Secretarial Audit Report(which is subject to verification of financial statements for the year ended March 312020 and documents filed under the provisions of FEMA in respect of the Overseas DirectInvestment) are as under: -

- The Company had allotted 2186667 Equity Shares to Mr. Nitin Dhanji Shah and 1832134Equity Shares to Mr. Prakash Dhanji Shah Promoters of the Company in Dematerialized Form.Hence the said shares are shown in the DEMAT form in the shareholding pattern of theCompany. Further the corporate action procedure for credit of the said shares wascompleted during Financial Year 2019-20 and trading approvals were received in February2020.

- The Company will ensure timely payment of the Annual Listing Fees to Stock Exchanges.

- The entire pre-preferential shareholding of Mr. Nitin Dhanji Shah and Mr. PrakashDhanji Shah are presently locked-in as required under the law.

c. Internal Auditor

Pursuant to the provisions of Section 138 and Section 179 (3) of the Companies Act2013 M/s. Satya Prakash Natani & Co. (Firm Registration No. 115438W) Mumbai isappointed as the Internal Auditors of the Company for the Financial Year2020-21.

The Audit Committee has accepted all the recommendation of the Internal Auditors.

d. COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.

22. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:

The Board has laid down Internal Financial Controls to be followed by the Company. YourCompany has adopted policies and procedures for ensuring the orderly and efficient conductof its business including adherence to the Company's policies the safeguarding of itsassets prevention and detection of frauds and error reporting mechanisms accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

23. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL ANDEMPLOYEES:

Information required pursuant to Section 197 (12) of the Companies Act 2013 read withRule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided as "Annexure V"to this report.

Further details with regards to payment of remuneration to Directors and Key ManagerialPersonnel are provided in Form No. MGT - 9 Extract of Annual Return appended as "AnnexureIII".

24. PARTICIPATION IN THE GREEN INITIATIVE:

In commitment to keep in line with the Green Initiative undertaken by the Ministry ofCorporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) electroniccopies of the Annual Report 2019-20 along with the Notice of Annual General Meeting weresent to all the members whose email addresses are registered with the Company / DepositoryParticipant(s)/Registrar and Share Transfer Agent.

Also all the Members are requested to join the said program by sending their preferrede-mail addresses to the Registrar and Share Transfer Agent.

25. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION. PROHIBITION AND REDRESSAL) ACT 2013:

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various policies and practices. YourCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. Accordingly your Company hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

During the year ended March 31 2020 no complaints have been received pertaining tosexual harassment of women at workplace.

26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review no significant and material orders were passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.

27. RISK MANAGEMENT:

Your Company's robust risk management framework identifies and evaluates all the risksthat the organization faces such as strategic financial credit market liquiditysecurity property legal regulatory reputational and other risks. Your Companyrecognizes that these risks need to be managed and mitigated to protect its shareholdersand other stakeholders to achieve its business objectives and enable sustainable growth.The risk framework is aimed at effectively mitigating the Company's various business andoperational risks through strategic actions. Risk management is integral part of ourcritical business activities functions and processes. The risks are reviewed for thechange in the nature and extent of the major risks identified since the last assessment.It also provides control measures for risks and future action plans.

Your Company believes that the overall risk exposure of present and future risksremains within it's risk capacity.

28. FRAUD REPORTING:

During the year under review there were no material or serious instances of fraudfalling within the purview of Section 143 (12) of the Companies Act 2013 and rules madethereunder by officers or employees reported by the Statutory Auditors of the Companyduring the course of the audit conducted. 29. GENERAL:

The Directors states that no disclosure or reporting is required in respect of thefollowing items as there are no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme;

3. Neither the Managing Director nor the Whole-time Director of the Company receivedany remuneration or commission from any of its subsidiaries.

30. ACKNOWLEDGEMENT:

The Board wishes to place on record its sincere appreciation of the contributions madeby the employees of your Company and its subsidiaries during the year under review. TheDirectors of your Company thank it's customers clients vendors and other businessassociates for their continued support in the Company's growth.

The Directors also express their deep sense of gratitude to the Government AuthoritiesBanks Financial Institutions and other Stakeholders for their support and look forward totheir continued assistance in future.

For and on behalf of the Board of Directors of Allied Digital Services Limited
Nitin Shah Prakash Shah
Place: Mumbai Chairman & Managing Director Whole-time Director
Date: July 30 2020 DIN:00189903 DIN: 00189842