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California Software Company Ltd.

BSE: 532386 Sector: IT
NSE: CALSOFT ISIN Code: INE526B01014
BSE 00:00 | 16 Jun 19.29 -1.01
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NSE 00:00 | 16 Jun 19.25 -1.00
(-4.94%)
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OPEN 21.30
PREVIOUS CLOSE 20.30
VOLUME 199611
52-Week high 21.31
52-Week low 6.25
P/E 148.38
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 21.30
CLOSE 20.30
VOLUME 199611
52-Week high 21.31
52-Week low 6.25
P/E 148.38
Mkt Cap.(Rs cr) 30
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

California Software Company Ltd. (CALSOFT) - Director Report

Company director report

To the Members

The Directors have great pleasure in presenting their 27th Report alongwith the audited financial statements for the financial year ended March 31 2019.

FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2019are summarized below:

(All figures in lakhs Except for EPS)

Standalone Consolidated
Details Year ended 31-Mar-19 Year ended 31-Mar-18 Year ended 31-Mar-19 Year ended 31-Mar-18
Total Revenues 145.00 95.25 145.00 95.24
Total Expenses 78.60 41.03 78.60 41.65
Profit before exceptional and extra-ordinary items 66.40 54.22 66.40 53.59
Exceptional items - - 67.17 -
Profit before extraordinary items and tax 66.40 54.22 (0.77) 53.59
Profit before Tax 66.40 54.22
Current Tax 19.90 10.00 19.90 10.00
Deferred Tax - - - -
Profit / (Loss) for the year 46.50 44.22 (20.67) 43.59
Minority Interest - - - -
paid up equity capital 1236.50 1580.00 1236.50 1580.00
Earning per share (EPS) for the year (Rs)
i) Basic 0.38 0.36 (0.17) 0.35
ii) Diluted 0.38 0.36 (0.17) 0.35

COMPANY PERFORMANCE AND RESULTS OF OPERATIONS

Standalone Results

During the year your Company on a standalone basis earned totalrevenue of Rs. 145 lakhs as against Rs. 95.25 lakhs earned during the previous year. Theprofit before tax during the year is Rs. 66.40 lakhs as against Rs. 54.22 lakhs of theprevious year.

After taking into account the tax provisions and adjustments theprofit for the year was Rs. 46.50 lakhs as against a profit of 44.22 lakhs for theprevious year.

Consolidated Results

During the year your Company on a consolidated basis with all itssubsidiaries earned total revenue of Rs. 145 lakhs against Rs. 95.25 lakhs earned duringthe previous year. The profit before tax during the year is Rs. 66.40 lakhs as against Rs.53.59 lakhs for the previous year.

After taking into account the tax provisions and adjustments forminority interest prior period adjustments and extraordinary items if any the profit /loss for the year is Rs. (20.67 lakhs) as against a profit of Rs. 43.59 lakhs of theprevious year.

DIVIDEND

The Board of Directors have decided to retain the entire amount of theprofits for FY 2018-19 in the profit and loss account and hence no dividend is beingdeclared for this financial year.

SHARE CAPITAL

The Share Capital of the Company as of 31st March 2019 stood at Rs.158758060/- shares of Rs. 10/- each as below:

a) 12365006 equity shares of Rs. 10/- each; b) 3510800 OptionallyConvertible Redeemable Preference Shares of Rs. 10/- each

On 26.03.2019 3510800 Optionally Convertible Redeemable PreferenceShares (OCRPS) convertible into equivalent number of Equity Shares of the Company at anIssue price of INR 100/- per OCRPS were allotted to Chemoil Advanced Management ServicesPrivate Limited on preferential basis pursuant to conversion of unsecured loans intoOCRPS

TRANSFER TO RESERVES

The Company retained the entire surplus in the Profit and Loss Accountand hence no transfer to General Reserve was made during the Year.

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and itssubsidiary prepared in accordance with Indian Accounting Standards notified under theCompanies Indian Accounting Standards notified under the Companies (Indian AccountingStandard) Rules 2015 (‘IND AS') form part of the Annual Report and arereflected in the Consolidated Financial Statements of the Company.

In terms of Section 134 of the Companies Act 2013 and Rule 8(1) of theCompanies (Accounts) Rules 2014 the financial position and performance of subsidiariesare given in Consolidated Financial Statements.

As on March 31 2019 the company has a subsidiary company namelyAspire Communications Private Limited. There has been no material change in the nature ofthe business of the subsidiaries. The consolidated financial statement has been preparedin accordance with the relevant accounting standards and a separate statement containingthe salient features of the financial statement of its subsidiaries and associate in formAOC-1 is attached as Annexure V along with the financial statement of the company.

DEPOSITS

The Company has not accepted any deposits in terms of Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposit) Rules 2014 duringthe year under review and as such no amount on account of principal or interest on publicdeposits was outstanding as of the balance sheet date.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance of Section 125 of the Companies Act 2013 the dividendspertaining to the financial year 2007-2008 which were lying unclaimed with the Company wastransferred to the Investor Education and Protection Fund during the financial year 2015-16. The Company has not declared any dividend after FY 2008-09 hence there is norequirement of transfer to Investor Education and Protection Fund.

PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

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

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 interms of the policy on related party transactions laid down by the Board of Directors. Therelated party transactions undertaken during the financial year 2018-19 are detailed inNotes to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referredto in section 188(1) of the Companies Act 2013 in form AOC-2 is appended as Annexure-IVto the Board's Report.

RISK MANAGEMENT AND RISK MANAGEMENT POLICY

The Company has comprehensive Risk Management framework that seeks tominimize adverse impact on business objectives and capitalize on opportunities. TheCompany has implemented a mechanism for risk management and formulated a Risk ManagementPolicy which details the procedures to be followed by the Company with regard to riskmanagement. The policy broadly defines the scope of the Risk Management Committee whichcomprises of:

• Review and approve the Risk Management Policy and associatedframeworks processes and practices of the Company;

• Ensuring that the Company is taking the appropriate measures toachieve prudent balance between risk and reward in both ongoing and new businessactivities;

• Evaluating significant risk exposures of the Company and assessmanagement's actions to mitigate the exposures in a timely manner (including one-offinitiatives and ongoing activities such as business continuity planning and disasterrecovery planning & testing)

• Co-ordinating its activities with the Audit Committee ininstances where there is any overlap with audit activities (e.g. internal or externalaudit issue relating to risk management policy or practice)

• Reporting and making regular recommendations to the Board;

DETAILS OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

Appointments

Dr. V. Manimala has been appointed as an Executive Director & COOwith effect from June 08 2018.

Mr. Ranganathan was appointed as Company Secretary and ComplianceOfficer with effect from November 27 2018

Mr. Vijayakumar Madhavan was appointed as Whole Time Director andChief Financial Officer with effect from October 10 2018

The appointment of Mr. Mahalingam Vasudevan as Managing Director andChief Executive

Officer was approved by the Shareholders in the Annual General Meetingheld on September 29 2018

Mr. Bashyam Rangarajan was appointed as additional director inIndependent capacity with effect from June 26 2018

Mr. M. Sampath has been appointed as an Independent Director witheffect from May 10 2019.

Ms. AVN Srimathi has been appointed as a Woman - Independent Directorwith effect from May 10 2019.

Retirement and Resignation of Directors

Mr. B. Rengarajan has been appointed as an Independent Director witheffect from June 26 2018 and he resigned from the board with effect from May 10 2019.

Mr. Prashant Khattar resigned from the Board with effect from June 82018 Dr. Timothy Allen resigned from the Board with effect from June 8 2018

BRIEF PROFILE OF DIRECTORS PROPOSED TO BE RE-APPOINTED

Ms. AVN Srimathi who was appointed as an additional Director(Independent Director) of the Company with effect from May 10 2019 hold office up to thedate of this Annual General Meeting in terms of Section 161(1) of the Act. The Companyreceived a notice from a Member under Section 160 of the Companies Act 2013 signifyinghis intention to propose the candidature of Ms. AVN Srimathi (DIN :08328823)for the officeof Independent Director of the Company. Ms.AVN Srimathi is MA and M. Phil and has anextensive experience in the areas of business the Company is operating and also serves onadvisory boards for several non-profit organizations venture capital firms and high-techstart-up companies.

Mr. M. Sampath (DIN 08449699) who was appointed as an IndependentDirector of the Company with effect from May 10 2019 hold office up to the date of thisAnnual General Meeting in terms of Section 161(1) of the Act. The Company received anotice from a Member under Section 160 of the Companies Act 2013 signifying hisintention to propose the candidature of Mr.M. Sampath (DIN 08449699) for the office ofIndependent Director of the Company. Mr. M. Sampath is commerce graduate and has anextensive experience in the areas of business the Company is operating.

Dr.Vasudevan Mahalingam (DIN 01608150) is the Managing Director andChief Executive Officer of the Company who holds M.Pharm and Ph.D degree and has extensiveexperience in the business of the Company. All the Executive Directors and Non Executiveand Non Independent Directors are liable to retire by rotation. Applying this Mr.Mahalingam Vasudevan (DIN: 01608150) who was appointed as Executive Director on12/08/2016 in the current term being the longest serving member is liable to retire byrotation in the current Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all its IndependentDirectors that they meet the criteria of Independence as laid down under Section 149 (6)of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 in respect of the financial year endedMarch 31 2019.

Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013.

GOVERNANCE GUIDELINES

The Board of the Company has adopted Governance Guidelines on BoardEffectiveness. The Guidelines cover aspects related to composition and role of the BoardChairman and Directors Board diversity definition of independence Director termretirement age and Committees of the Board. It also covers aspects relating to nominationappointment induction and development of Directors Director remuneration Subsidiaryoversight Code of Conduct Board Effectiveness Review and Mandates of Board Committees.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The NRC is responsible for developing competency requirements for theBoard based on the industry and strategy of the Company. The Board composition analysisreflects in-depth understanding of the Company including its strategies environmentoperations financial condition and compliance requirements. The NRC conducts a gapanalysis to refresh the Board on a periodic basis including each time a Director'sappointment or re-appointment is required. The Committee is also responsible for reviewingthe profiles of potential candidates vis--vis the required competencies and meetingpotential candidates prior to making recommendations of their nomination to the Board. Atthe time of appointment specific requirements for the position including expertknowledge expected is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES ANDINDEPENDENCE OF A DIRECTOR

The NRC has formulated the criteria for determining qualificationspositive attributes and independence of Directors in terms of provisions of Section 178(3)of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

Independence: In accordance with the above criteria a Directorwill be considered as an ‘Independent Director' if he/she meets with thecriteria for ‘Independent Director' as laid down in the Act and Rules framedthereunder and Regulation 16(1)(b) of the Listing Regulations.

Qualifications: A transparent Board nomination process is in placethat encourages diversity of thought experience knowledge perspective age and gender.It is also ensured that the Board has an appropriate blend of functional and industryexpertise. While recommending the appointment of a Director the NRC considers the mannerin which the function and domain expertise of the individual will contribute to theoverall skill-domain mix of the Board.

Positive Attributes: In addition to the duties as prescribed underthe Act the Directors on the Board of the Company are also expected to demonstrate highstandards of ethical behaviour strong interpersonal and communication skills andsoundness of judgement. Independent Directors are also expected to abide by the ‘Codefor Independent Directors' as outlined in Schedule IV to the Act.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS

Pursuant to the applicable provisions of the Act and the ListingRegulations the Board has carried out an annual evaluation of its own performanceperformance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria procedure and timeschedule for the Performance Evaluation process for the Board its Committees andDirectors.

The performance of the Board and individual Directors was evaluated bythe Board after seeking inputs from all the Directors. The performance of the Committeeswas evaluated by the Board after seeking inputs from the Committee Members. The criteriafor performance evaluation of the Board included aspects such as Board composition andstructure effectiveness of Board processes contribution in the long term strategicplanning etc. The criteria for performance evaluation of the Committees included aspectssuch as structure and composition of Committees effectiveness of Committee meetings etc.The above criteria for evaluation was based on the Guidance Note issued by SEBI.

ln a separate meeting the lndependent Directors evaluated theperformance of Non-Independent Directors and performance of the Board as a whole. Theyalso evaluated the performance of the Chairman taking into account the views of ExecutiveDirectors and Non-Executive Directors. The NRC reviewed the performance of the Board itsCommittees and of the Directors. The same was discussed in the Board Meeting that followedthe meeting of the independent Directors and NRC at which the feedback received from theDirectors on the performance of the Board and its Committees was also discussed.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors are provided with necessary documents reports andinternal policies to enable them to familiarize with the company's procedures andpractices. Further periodic presentations are made at the

Board and its Committee Meetings on business and performance updatesof the company global business environment business strategy and risks involved.Quarterly updates on relevant statutory changes are provided to the Directors in the Boardmeetings.

Upon appointment the Directors are issued a Letter of Appointmentsetting out in detail the terms of employment including their roles functionresponsibilities and their fiduciary duties as a Director of the company.

The details of such familiarization programme for Independent Directorsare posted on the website of the company and are available athttps://www.calsoftgroup.com/investors/governancepolicies.

SKILLS EXPERTISE AND COMPETENCIES OF THE BOARD

The Board of Directors has based on the recommendations of theNomination and Remuneration

Committee (‘NRC') identified the following core skills/expertise/competencies of Directors as required in the context of business of the Companyfor its effective functioning:

NUMBER OF BOARD MEETINGS

During the year Ten (10) board meetings were conducted and details areavailable in the Corporate Governance Report. The intervening gap between two boardmeetings was within the period prescribed by the Companies Act 2013.

BOARD COMMITTEES

The primary committees of the Board are Audit committee Nomination andremuneration committee Stakeholder Relationship Committee. It is not mandatory for theCompany to form Risk Management Committee since it does not fall under TOP 500 listedentities based on market capitalization as of 31st March 2019.

1) Audit Committee

In terms of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 of and the provision of Section 177(8) read with Rule 6 of the Companies(Meeting of Board and its Powers) Rules 2014 the company has duly constituted a qualifiedand independent Audit Committee. The Audit Committee of the Board consisting of three"Non- Executive & Independent Directors" as members having adequatefinancial and accounting knowledge. The composition procedures powers and role/functionsof the audit committee and its terms of reference are set out in the corporate governancereport forming part of the Board's report. During the financial year ended March 31 2019the Audit Committee met four times on May 28 2018 August 14 2018 November 14 2018 andJanuary 05 2019.

During the period under review the suggestions put forth by the AuditCommittee were duly considered and accepted by the Board of Directors. There were noinstances of non- acceptance of such recommendations.

2) Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of threeNon-Executive Independent Directors as on 31st March 2019. The Chairman of the Committeeis an Independent Director. The said committee comprises of Mrs. Keerti Saraswat Mr.Pasupathy Raju and Mr. Bashyam Rangarajan. The Company Secretary acts as the Secretary ofthe Committee. The Committee has met 4 times during the financial year 2018-19 on 8thJune 2018 31st August 2018 14th November 2018 and 5th January 2019.

3) Stakeholder Relationship Committee

The Company has a Stakeholders Grievance Committee (formerly known asShareholders'/Investors' Grievance Committee) of the Board of Directors to lookinto the redressal of complaints of shareholders'/investors' such as transfer orcredit of shares non-receipt of dividend/notices/annual reports etc.

During the year the Stakeholders Grievance Committee (formerly knownas Shareholders'/Investors'

Grievance Committee) comprises of four members of the Board as on 31stMarch 2019 namely Mr. Bashyam Rangarajan Mr. Pasupathy Raju Mrs. Keerti Saraswat and Mr.Vasudevan Mahalingam. Among the members three of them are Non-Executive and IndependentDirectors and one Executive Director. The Company Secretary acts as the Secretary of theCommittee.

The Committee has met 3 times during the financial year 2018-19 on 28thMay 2018 14th November 2018 and 5th January 2019

DETAILS OF POLICIES DEVELOPED BY THE COMPANY

1) Nomination and Remuneration Policy

Our Company has constituted a Nomination Remuneration and GovernanceCommittee of the Board of Directors and formulated a Nomination and Remuneration Policycontaining the criteria for determining qualifications positive attributes andindependence of a director and policy relating to the remuneration for the directors keymanagerial personnel and senior management personnel of the Company. The Nomination andRemuneration Policy is available on the website of the Company www.calsoftgroup.com andrelevant extracts from the Policy are reproduced in Annexure II to this report.

The Board affirms that the remuneration paid during financial year2018-19 to the Employees and Key Managerial Personnel was as per the Remuneration policyof the Company.

2) Whistle Blower Policy - Vigil Mechanism

In terms of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and the provision of Section 177(9) read with Rule of the Companies(Meeting of Board and its Powers) Rules 2014 the company has duly established a vigilmechanism for stakeholders directors and employees to report genuine concerns aboutunethical behavior actual or suspected fraud or violation of the company's code ofconduct or ethics policy. The Audit Committee of the Company oversee the vigil mechanism.The company affirms that no personnel has been denied direct access to the Chairman of theAudit Committee.

The Policy also provides for adequate protection to the whistle bloweragainst victimization or discriminatory practices. The Policy is available on the websiteof the Company at http://www.calsoftgroup.com.

3) Board Diversity

The Policy on Board Diversity (the "Policy") sets out theCompany's approach to ensuring adequate diversity in its Board of Directors (the"Board") and is devised in consultation with the Nomination and RemunerationCommittee (the "Committee") of the Board.

The Company recognises and embraces the benefits of having a diverseBoard of Directors and sees increasing diversity at Board level as an essential element inmaintaining a competitive advantage in the complex business that it operates. It isrecognised that a Board composed of appropriately qualified people with broad range ofexperience relevant to the business of the Company is important to achieve effectivecorporate governance and sustained commercial success of the Company. A truly diverseBoard will include and make good use of differences in the skills regional and industryexperience background race gender and other distinctions amongst Directors. Thesedifferences will be considered in determining the optimum composition of the Board andwhen possible should be balanced appropriately. At a minimum the Board of the Companyshall consist of at least one woman Director. All Board appointments are made on merit inthe context of the skills experience independence knowledge and integrity which theBoard as a whole requires to be effective.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 issued by the Institute of Company Secretaries of India relating to‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.

AUDITORS

Statutory Auditors

M/s. N. Balasubramanian Associates Chartered Accountants Chennai wasre-appointed as Statutory Auditors of the Company at the Annual General Meeting held onSeptember 28 2016 for a period of five years until the conclusion of the 29th AnnualGeneral Meeting to be held in the year 2021

The Company has received a certificate from the Statutory Auditors tothe effect they are not disqualified to continue as Auditors of the Company. The notes onfinancial statement referred to in the Auditors' Report are self explanatory and donot call for any further comments.

Qualifications in Auditors Report

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

Note 26 and 27 in the standalone financial statements which indicatethat the Standalone Company became positive net-worth and acquired a net profit during thecurrent year.

Company's Indian subsidiary Aspire Communications P Ltd has initiatedtheir business operations fully.

Secretarial Auditor

S. Dhanapal and Associates Company Secretaries-in-Practice have beenappointed as Secretarial Auditor for the financial year 2018-19. The Secretarial AuditReport in Form No. MR.3 issued by the Secretarial Auditor forms part of the Annual Reportas Annexure I to the Board's report.

The Secretarial Auditor has qualified the report with respect tonon-compliance of filing forms with Registrar and with the Stock Exchanges. The Board istaking steps to comply with the requirements which have arisen due to technicaldifficulties/ inadvertence.

Cost Audit

The Company is not required to conduct cost audit.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Details as required under Section 197 of the Companies Act 2013 readwith Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 : As as per Annexure VII

DETAILS REQUIRED AS PER SECTION 197 AND RULE 5 (1) OF COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

NAME OF DIRECTOR/KMP AMOUNT OF REMUNERATION PER ANNUM (Rs. In Lakhs) RATIO OF REMUNERATION TO MEDIAN REMUNERATION OF EMPLOYEES FOR THE FY % INCREASE IN REMUNERATION DURING THE FY
Mr.Vasudevan Nil Nil Nil
Mahalingam
Ms.Manimala Nil Nil Nil
Vasudevan
Mr.Vijayakumar 300000 12 0.63
Madhavan

Percentage increase in the Median Remuneration of employees in thefinancial year

The median remuneration of employees for the financial year 31st March2019 was arrived at Rs.25000/- per month and the median remuneration of Employees for theprevious financial year 31st March 2018 was arrived at Rs.11645/- per month andaccordingly there was an increase of 114.68% in the median remuneration of employees in afinancial year.

Number of permanent employees on the rolls of the Company as on31.03.2019

The number of permanent employees on the rolls of the Company as of31st March 2019 stood at 12 employees.

Average percentile increases already made in the salaries of employeesother than managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and point outif there any exception circumstances for increase in managerial remuneration.

The average percentile increase was about 10 % for all employees whowent through the compensation review cycle in the year. For the managerial position thecompensation level remained the same in respect of Managing Director and ExecutiveDirector and CFO it has marginally increased due to annual increment based on theirperformance.

DETAILS OF PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON-EXECUTIVEDIRECTORS VIS A VIS THE COMPANY.

All the non-executive Directors are entitled to only sitting fees ofRs.Nil for every meeting of the Board they attend and sitting fee of Rs.Nil for everycommittee meeting they attend as members.

Mr.Vasudevan Mahalingam holds 4936673 equity shares as of 31st March2019.

INTERNAL FINANCIAL CONTROLS

The term Internal Financial Controls has been defined as the policiesand procedures adopted by the company to ensure orderly and efficient conduct of itsbusiness including adherence to company's policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and the timely preparation of reliable financial information. Your Company hasadequate and robust Internal Control Systems commensurate with the size scale andcomplexity of its operations.

To maintain its objectivity and independence the Internal Auditfunction reports to the Chairman of the Audit Committee of the Board. The Internal AuditDepartment monitors and evaluates the efficacy and adequacy of internal control systems inthe Company its compliance with operating systems accounting procedures and policies atall locations of the Company. Based on the report of Internal Audit function processowners undertake corrective action in their respective areas and thereby strengthen thecontrols. Significant audit observations and recommendations along with corrective actionsthereon are presented to the Audit Committee of the Board. The Audit Committee alsoconducts discussions about Internal Control Systems with the Internal and StatutoryAuditors and the Management of the Company and satisfy themselves on the integrity offinancial information and ensure that financial controls and systems of risk managementare robust and defensible.

HUMAN RESOURCES

Employee Strength and Expansion

Calsoft is in the process of employing more than 100+ employees todeliver an industry leading revenue per employee. Calsoft continued its focus on talentlocalization strategy in global locations a strategy adopted a decade ago ahead of themarket. This has paid rich dividends in an era of strong emphasis on talent localization.

In FY19 human resource function continued to build on its organizationstrategy and mission. Our various initiatives were focused to simplify HR functionimpacting entire hire to retire cycle enhancing employee experience by deliveringdistinctive people practices. HR function collaborated with business for enhanced businessvalue addition by driving operational efficiencies and effective organization design.

Talent Acquisition Talent Development & Career Management

Calsoft's talent acquisition & talent management practices arealigned to our strategy. We have leveraged

Digital and Cloud technologies to enhance the quality and experience ofour Talent Acquisition Talent Development and Career Management programs we leveragedartificial intelligence & data science to hire the right talent at the right time.Calsoft believes LEARN.. UNLEARN... RELEARN is a continuous process and it will bring innew models of employment and force organizations to rethink Future of Work and Workplace.We shifted focus on enhancing the business value through increasing passion proficiencyand value by enabling our employees to drive Performance Productivity and Innovation.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in line withthe requirements of The Sexual Harassment of Women at the Workplace (PreventionProhibition & Redressal) Act 2013. Internal Complaints Committee (ICC) has been setup to redress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy.

The Company has not received any complaint on sexual harassment duringthe financial year ended 31.03.2019.

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 there are no significant and/or material orders passedby the Regulators or Courts or

Tribunals impacting the going concern status and Company'soperations in future.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF REPORT

There is no such transaction which affects the financial for the yearending and the date of the report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in AnnexureIII forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirementsunder the Companies Act 2013 and as stipulated under Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015. A report onCorporate Governance including Management Discussion and Analysis report under Regulation34 of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 along with a certificate from M/s. N. BalasubramanianAssociates Chartered Accountants confirming the compliance is annexed herewith marked asAnnexure VI and forms part of this report.

CODE OF CONDUCT

In terms of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Companies Act 2013 the Company has laid down a Code of Conduct(Code) for all the Board Members and Senior Management Personnel of the Company. The Codeis also posted on the Website of the Company www.calsoftgroup.com. All Board Members andSenior Management Personnel have affirmed their compliance with the Code for the financialyear ended March 31 2019. A declaration to this effect signed by Dr. M. VasudevanManaging Director forms part of the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In accordance with the requirements of the Listing Agreement theManagement Discussion and Analysis Report titled as Management Report forms part of thisReport.

EXTRACT OF ANNUAL RETURN

In terms of Section 134 of the Companies Act 2013 read with Rules12(1) of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return of the Company for the financial year 2018-19 is provided in this report.

RELATED PARTY TRANSACTIONS

During the year under review the company has not entered into anytransaction of a material nature with its subsidiaries promoters Directors themanagement senior management personnel their relatives etc. that may have anypotential conflict with the interest of the company. The company has obtained requisitedeclarations from all Directors and senior management personnel in this regard and thesame were placed before the Board of Directors.

There have been no materially significant related party transactionsmonetary transactions or relationships between the company and its Directors managementsubsidiary or relatives except for those disclosed in the financial statements for thefinancial year 2017-18. Detailed information on materially significant related partytransactions is enclosed in Annexure IV to the Board Report

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Since the company is in the Information Technology Enabled Services(ITES) the provisions relating to conservation of energy and technology absorption arenot applicable.

During this FY 2018-19 the company earned Rs. 145 lakhs as foreignexchange earnings.

DIRECTORS' RESPONSIBILITY STATEMENT

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

Your Directors confirm the following that:

In preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

The directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe financial year and of the profit or loss of the company for that period;

The directors had taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;

The directors had prepared the annual accounts on agoing concern basis.

Proper internal financial controls were in place andthat the financial controls were adequate and were operating effectively.

Proper systems were in place so as to ensure compliancewith the provisions of all applicable laws and were adequate and operating effectively.

GREEN INITIATIVES

From the FY 2016-17 onwards Electronic copies of Annual Reports andNotice of the Annual General Meeting are sent to all members whose email addresses areregistered with the Company / Depository Participant(s). For members who have notregistered their email addresses physical copies of the Annual Report were sent.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financialresults investor presentations press releases new launches and project updates are madeavailable on the Company's website (www.calsoftgroup.com / www.calsof.com) on a regularbasis.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are:

Dr. Mahalingam Vasudevan has been appointed as ManagingDirector & CEO with effect from December 23 2017.

Dr. V. Manimala has been appointed as an ExecutiveDirector & COO with effect from June 08 2018.

Mr. Vijayakumar Madhavan has been appointed as anExecutive Director & CFO with effect from June 08 2018.

ACKNOWLEDGEMENT

We take this opportunity to thank our customers shareholderssuppliers bankers business partners/ associates and Government and regulatoryauthorities in India and other countries of operation for their consistent support andencouragement to the Company and look forward to their continued support during the comingyears. We place on record our appreciation for the valuable contribution made by theemployees at all levels.

For and on behalf of the Board of Directors

Dr. M. Vasudevan Vijayakumar M Chennai
Managing Director & CEO Director August 14 2019