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Polaris Consulting & Services Ltd.

BSE: 532254 Sector: IT
NSE: POLARIS ISIN Code: INE763A01023
BSE 00:00 | 24 Jul Polaris Consulting & Services Ltd
NSE 05:30 | 01 Jan Polaris Consulting & Services Ltd
OPEN 474.05
PREVIOUS CLOSE 474.15
VOLUME 1757
52-Week high 474.40
52-Week low 0.00
P/E 31.13
Mkt Cap.(Rs cr) 4,888
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 474.05
CLOSE 474.15
VOLUME 1757
52-Week high 474.40
52-Week low 0.00
P/E 31.13
Mkt Cap.(Rs cr) 4,888
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Polaris Consulting & Services Ltd. (POLARIS) - Director Report

Company director report

DIRECTORS' REPORT

To the Members

We are pleased to present the Twenty Fifth Annual Report on our business and operationsfor the year ended 31st March 2018 of Polaris Consulting & Services Limited("Company").

1. Results of Operations

(Rs. in Lacs except EPS data)

Description

Standalone

Consolidated

March 31 2018 March 31 2017 March 31 2018 March 31 2017
Income (Including Other Income) 184568.18 153071.12 264300.43 211585.27
Expenses(Including exceptional items) 154553.99 135006.52 228026.19 185513.12
Profit before Interest Depreciation & Tax (PBIDTA) 30014.19 18064.60 36274.24 26072.15
Finance Charges - - - -
Depreciation & amortization 2372.33 2227.63 2516.78 2383.67
Net Profit Before Tax 27641.86 15836.97 33757.46 23688.48
Provision for tax including Deferred Tax 9559.78 5903.21 11046.67 7381.23
Net Profit after tax 18082.08 9933.76 22710.79 16307.25
Add / (Less): Share of Profit / (Loss) on Joint venture - - 75.74 62.60
Add / (Less): Minority Interest - Share of Loss / (Profit) - - - -
Net Profit 18082.08 9933.76 22635.05 16244.65
EPS
Basic Rs. 17.67 9.78 22.11 15.99
Diluted Rs. 17.60 9.71 22.03 15.89

2. Voluntary Delisting Equity shares of the Company under SEBI (Delisting of EquityShares) Regulations 2009

The Company had received the letter from the Promoter shareholder on 26th October 2017conveying its intention to voluntarily delist the equity shares of the Company inaccordance with SEBI (Delisting of Equity Shares) Regulations 2009.

Subsequently the Company had received final delisting approval from National StockExchange of India Limited ("NSE") and BSE Limited ("BSE") on July 112018. The trading of the Company's shares were discontinued with effect from July 25 2018from NSE BSE and Metropolitan Stock Exchange of India Limited. The delisting waseffective from August 1 2018.

3. Business Performances

The consolidated revenue of the Company from Software Development Services for the yearended March 31 2018 stood at Rs.262787.17 lakhs as against the previous year's revenueof Rs.209498.66 lakhs. The consolidated Net Profit for the fiscal year ended March 312018 stood at Rs.22635.05 lakhs as against the previous year's Net Profit of Rs.16244.65lakhs.

The stand alone revenue of the Company for the year ended March 31 2018 stood at Rs.181730.87 lakhs as against the previous year's revenue of Rs.151097.91 lakhs. The Standalone Net Profit for the fiscal year ended March 31 2018 stood at Rs.18082.08 lakhs asagainst the previous year's Net Profit of Rs.9933.76 lakhs.

The reserves and surplus as of 31st March 2018 stood at Rs.87906.05 lakhs as againstRs.70882.88 lakhs of the period as of March 31 2017.

4. Subsidiaries

Details of Subsidiary Companies Joint Ventures and and their financial position.

Your Company has 15 subsidiary company(ies) for the financial year ended on March 312018 and a Joint Venture company.

The information as required under the first proviso to sub-section (3) of Section 129is given in Form AOC-1 in Annexure [1]. Further pursuant to the provisions of Section 136of the Companies Act 2013 ("Act") financial statements of the Company

Consolidated Financial Statements along with the relevant documents and separateaudited accounts in respect of the subsidiaries of the Company are available in thewebsite of the Company and the weblink is provided below: www.polarisft.com/investor/ investor.asp.

5. Cash & Cash Equivalents

Your Company's liquidity remains healthy with a cash reserve of Rs.721.53 crores. TheDSO is at an impressive 75 days.

6. Share Capital

During the year under ASOP 2003 Scheme the company has allotted 119300 equity sharesof Rs.5/- each to 36 Associates and under ASOP 2011 Scheme company has allotted 629425equity shares of Rs.5/- each to 141 Associates/Directors pursuant to exercise of optionsgranted and under ASOP 2015 Scheme company has allotted 71650 equity shares of Rs.5/-each to 29 Associates pursuant to exercise of options granted.

As result of the above allotments the paid-up equity share capital of the company wasincreased from Rs.510603770/- comprising of 102120754 number of equity shares ofRs.5/- each as on March 31 2017 to Rs.514705645/- comprising of 102941129 number ofequity shares of Rs.5/- each as on March 31 2018. The allotted equity shares were listedand traded in the Stock Exchanges.

The information as required under the provisions of Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014 read with Rule 12(9) of theCompanies (Share Capital and Debentures) Rules 2014 and also the information as requiredunder the Guidance note of ICAI in relation to ESOPs are set out in the Annexure 2 to theDirectors' Report.

During the year under review the Company has not issued shares with differentialvoting rights and sweat equity shares.

7. Research and Development Expenses

The details of Research and Development Expenses are as under :

Rs. in Lacs

Expenditure on R&D

Standalone

Consolidated

FY 2018 FY 2017 FY 2018 FY 2017
Capital 375.15 277.41 375.15 277.41
Recurring - - 5094.03 5961.94
Total 375.15 277.41 5469.18 6239.35

8. Dividend

Pursuant to regulation 43A of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board approved a dividend distribution policy at its meeting held on8th February 2017. The Policy details various consideration based on which the Board mayrecommend or declare dividend utilization of retained earnings etc. The policy isavailable on the company's website at www.polarisft.com/investor/policiesand is provided under Annexure 9.

The Company has not declared any dividend during the financial year 2017-18.

As required under the provisions of Investor Education and Protection Fund Authority(Accounting Audit Transfer & Refund) Rules 2016 and Section 124(5) and 125(2)(c) ofCompanies Act 2013 dividends that remain unpaid/unclaimed for a period of seven yearsare to be transferred to the account administered by the Central Government viz: InvestorEducation and Protection Fund ("IEPF"). Once the amounts that are due for refundare transferred to the IEPF no claim shall lie in respect of those amounts against theCompany. The Company had transferred unpaid dividend amounts within the stipulated time tothe IEPF. During the financial year 2017-18 unpaid or unclaimed dividend for the FinalDividend for the year ended 31st March 2010 declared on 17th July 2010 amounting toRs.572839/- was transferred to Investors Education and Protection Fund on 17th August2017.

As required under Investor Education and Protection Fund Authority (Accounting AuditTransfer & Refund) Rules 2016 the equity shares in respect of which dividend has notbeen claimed for the financial years mentioned above has been transferred to the IEPFauthority in accordance with the aforesaid rules.

The Board draws your attention that the unclaimed/unpaid dividend for the FinalDividend declared for the financial year ended 31st March 2011 are due for transfer toIEPF on 19th August 2018 (Note: Since 19th August 2018 falls on a Sunday the amountoutstanding as on 20th August 2018 will stand tranferred to IEPF). Members who have notyet encashed their dividend warrant or those are yet to claim their dividend amountswhich were declared on 20/07/2011 for the financial year ended 31st March 2011 may writeto the Company/Company's Registrar and Share Transfer Agent Karvy Computershare PrivateLimited.

9. Transfer to Reserves

The Company did not transfer any amounts to General Reserve during the year.

10. Business Responsibility Reporting

As per SEBI Circular vide reference SEBI/HO/CFD/CMD/CIR/P/2017/10 dated February 62017 SEBI has mandated the requirement of submission of Business Responsibility Report("BRR") for top 500 listed entities under Regulation 34(2)(f) of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 ("SEBI LODR").Therefore the statutory section on Business Responsibility Report has been adopted by theCompany and is provided elsewhere in this Annual Report.

11. Corporate Governance

Your Company has been complying with the provisions of Corporate Governance asstipulated in Regulations 24 27 and other relevant provisions of SEBI (ListingObligations Disclosure Requirements) Regulations 2015. A separate report on CorporateGovernance along with Auditors' certificate on compliance of the Corporate Governancenorms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations DisclosureRequirements) Regulations 2015 and Management Discussion & Analysis forming part ofthis report are provided elsewhere in this Annual Report.

12. Policy on Director's Appointment and Remuneration

The Nomination and Remuneration Committee has framed a policy for selection andappointment of Directors including determining qualifications and independence of aDirector Key Managerial Personnel Senior Management Personnel and their remuneration aspart of its charter and other matters provided under Section 178(3) of the Companies Act2013. The Policy covering the details of remuneration is provided elsewhere in the AnnualReport and the entire policy is hosted in the Company's website at www.polarisft.com. We affirm that the remunerationpaid to Directors is as per the remuneration policy of the Company.

13. Internal Financial Control and their adequacy

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguarding ofits assets the prevention and detection of fraud error reporting mechanism the accuracyand completeness of the accounting records and the timely preparation of reliablefinancial disclosures.

14. Significant and Material Orders

There are no significant and material orders passed by the regulators or Courts orTribunals impacting the status of the going concern of the Company and the Company'soperations in future.

However the following events had happened during the period under review-

a. The Company is a party to an adjudication proceeding in accordance with theSecurities and Exchange Board of India (Procedure for Holding Inquiry and ImposingPenalties by Adjudicating Officer) Rules 1995 ("SEBI Adjudication Rules")pertaining to alleged dealings in shares in violation of the Securities and Exchange Boardof India (Prohibition of Insider Trading) Regulations 1992 ("SEBI PITRegulations") by Mr. Arun Jain the Former Chairman and Managing Director of theCompany and Mr. R Srikanth the Former Chief Financial Officer and Compliance officer ofthe Company. In this regard the Company had filed settlement application with SEBI on22nd January 2018 and application is pending disposal by SEBI.

b. The Company had received a show cause notice from Registrar of Companies Chennaivide letter reference F. No. 24142/209A/ Follow up/JTA(CL)/2017 dated 26th March 2018w.r.t the non - compliance of the erstwhile 383A of the Companies Act 1956. In thisregard the Company had submitted the compounding application and application is pendingdisposal by Regional Director Southern Region Chennai.

c. Ministry of Corporate affairs had condoned the delay in filing of MGT 14 pertainingto the investment made in Hexa Wind Farm Private Limited by the Company vide their orderfile no. 09/01/2017 CL V dated 25th May 2017. The Company had filed INC - 28 along withthe requisite fee as directed in the said order.

15. Conservation of energy technology absorption foreign exchange earnings and outgo

The particulars as prescribed under Section 134(3)(m) of the Act read with Rule 8 ofthe Companies (Accounts) Rules 2014 are set out in the Annexure 3 to this Report.

16. Particulars of employees

Information required pursuant to Section 197(12) of Companies Act2013 read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided as Annexure 4A to this report.

A statement containing inter alia the names of the top 10 employees in terms ofremuneration drawn and every employee employed throughout the financial year and inreceipt of remuneration of Rs.102 lakhs or more and employees employed for part of theyear and in receipt of Rs.8.50 lakhs or more per month pursuant to Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas Annexure 4B to this report.

In accordance with Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 the particulars of employees drawing salary outsideIndia is not forming part of this report. The details of the same are available at theregistered office of the Company. Any member interested in obtaining a copy of the samemay write to the Company Secretary.

17. Directors' responsibility statement as required under Section 134(5) of theCompanies Act 2013

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorsof your company 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 have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for that period;

c) The Directors have 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 have prepared the Annual Accounts on a "going concernbasis".

e) The Board of Directors have laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and were operatingeffectively.

f) The Board of Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

18. Board Meetings Board of Directors Key Managerial Personnel & Committees ofDirectors

(a) Board Meetings:

The Board of Directors of the Company met 10 times during 2017-18. The details ofvarious Board Meetings are provided in the Corporate Governance Report. The gapintervening between two meetings of the Board is within the limits as prescribed in theCompanies Act 2013.

(b) Changes in Directors & Key Managerial Personnel

Pursuant to the delisting the following directors have resigned from the Board ofDirectors of the Company.

Name of the Director Effective date of resignation
Prof.Jayaraman Ramachandran 2nd August 2018
Mr.Sunil Bowry 3rd August 2018

(c) Re-Appointment

As per Article 10.22 of the Articles of Association of the Company one third of theDirectors are liable to retire by rotation at the Annual General Meeting of the Company.Mr.Anuranjan Krishan Kalia (DIN:07451682) retires by rotation and being eligible offershimself for re-appointment at the ensuing Annual General Meeting.

(d) Independent Directors

The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Act that they meet the criteria of independence aslaid down in Section 149(6) of the Act.

(e) Details of remuneration to Directors: The information relating to remunerationof directors as required under Section 197(12) of the Act is given as part of MGT 9.

The extract of the policy framed by the Nomination and Remuneration committee under theprovisions of Section 178(4) of the Act is as below:

Remuneration policy

The Company's Remuneration Policy is aimed to attract and retain the best talents byensuring a fair transparent and equitable remuneration to employees and Directors basedinter alia on individual roles and responsibilities experience the performance of theCompany and the performance / contribution of the individual employee. The policy enablesa framework that allows for fair rewards for the achievement of key deliverables in linewith industry and Group practice.

The Board in consultation with the Nomination and Remuneration Committee decides theremuneration policy for directors Key Managerial Personnel and Senior ManagementPersonnel. The Company has made adequate disclosures to the members on the remunerationpaid to Directors from time to time.

(f) Board Committees

The Company has the following Committees of the Board:

1. Audit Committee

2. Nomination and Remuneration committee

3. Stakeholder's Relationship committee

4. Corporate Social Responsibility committee

5. Risk Management Committee

Sub-committees:

Share transfer Committee M&A Committee

The composition of each of the above Committees their respective roles andresponsibilities is as detailed in the Report of Corporate Governance.

The following committees were reconstituted in the Board Meeting held on 6th August2018:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Corporate Social Responsibility Committee

4. Risk Management Committee

The members of the aforementioned reconstituted committees are as follows :

Audit Committee :

Name Designation
Hari Raju Mahadevu Chairman
Arvind Sharma Member
Anuranjan Krishan Kalia Member
Nomination and Remuneration Committee :
Name Designation
Hari Raju Mahadevu Chairman
Arvind Sharma Member
Anuranjan Krishan Kalia Member
Krishan Aruna Canekeratne Member
Risk Management Committee :
Name Designation
Hari Raju Mahadevu Chairman
Arvind Sharma Member
Anuranjan Krishan Kalia Member
Corporate Social Responsibility Committee :
Name Designation
Rama Sivaraman Chairman
Arvind Sharma Member
Hari Raju Mahadevu Member

The following Committees of the Board of Directors of the Company were deconstituted inthe Board Meeting held on 6th August 2018:

M&A Committee and Risk Management Committee

(g) Board Evaluation

In line with the requirements of the Companies Act 2013 the Annual PerformanceEvaluation was conducted for all Board Members as well as the working of the Board and itsCommittees on 23rd March 2018.

The evaluation was led by the Chairman of the Nomination and Remuneration Committeewith specific focus on the performance and effective functioning of the Board. The Boardevaluation framework has been designed in compliance with the requirements under theCompanies Act 2013 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and in consonance with Guidance Note on Board Evaluation issued by SEBI.The Board evaluation was conducted through questionnaire having qualitative parameters andfeedback based on ratings.

(h) Vigil Mechanism

The Company has established a whistle-blower policy and also established a mechanismfor directors and employees to report their concerns. The details of the same is explainedin the Corporate Governance Report.

(i) Related Party Transactions

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company during the year with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.

The details of the related party transactions as required under Section 134(3)(h) readwith Rule 8 of the Companies (Accounts) Rules 2014 is attached as Annexure 5.

19) Statutory Auditors and Report

The Company's Statutory Auditors M/s.BSR & Co. LLP Chartered Accountants (firmregistration no.101248W/W-100022) issued their report on the Standalone and ConsolidatedFinancial Statements of the company. The Auditors' Report on the Standalone andConsolidated Financial Statements does not contain any qualification reservation oradverse remarks.

In terms of Section 139 of the Companies Act 2013 the term of appointment of M/s B SR & Co. LLP appointed at the 23rd Annual General Meeting of the Company held on the7th July 2016 is till the conclusion of the Annual General Meeting of the Company to beheld in the calendar year 2021.

The Board at its meeting held on the 14th May 2018 have approved the ratification ofthe appointment of auditors in the ensuing Annual General Meeting.

The Company has received a certificate from B S R & Co. LLP Chartered Accountantsto the effect that their appointment if made would be in accordance with the provisionsof the Companies Act 2013 and that they are not disqualified in terms of provisions ofthe Companies Act 2013 from being appointed as Statutory Auditors of the Company. B S R& Co. LLP Chartered Accountants are subjected to the peer review process of theInstitute of Chartered Accountants of India (ICAI) and hold a valid certificate issued bythe peer review Board of the ICAI.

Pursuant to provisions of Section 143(12) of the Companies Act 2013 the StatutoryAuditors have not reported any incident of fraud to the Audit Committee during the yearunder review.

20) Secretarial Auditors Report :

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Secretarial Audit hasbeen carried out by Mr.S.Bhaskar BP & Associates Practising Company Secretary andhis report is annexed as Annexure 6. There are no qualifications reservations or adverseremarks made by the Secretarial Auditor in his report.

21) Fixed Deposits

Our Company has not accepted any deposits during the financial year and as such noamount of principal or interest was outstanding as on March 31 2018.

22) Details of CSR activity through its implementation agencies

Your company has contributed towards CSR activities through Ullas Trust ComputerShiksha and IIT Madras for the financial year 2017-18. A brief note about theirorganisations are as given under.

(a) Ullas Trust

A Social initiative started in 1997 with an aim to integrate associates with the largercommunity to enable them to enjoy the bliss of working with young minds in the countrycontinues to grow into a movement exemplifying the power of inclusive CSR. A seed of anidea sowed in 1997 to "ignite Young Minds" has grown into a movement across 5states in the country powered by belief that we are making a difference! In its 20 yearjourney the Ullas movement has grown beyond our associate community to include committedpartners to the cause of igniting young minds. These partners include family and friendsof our associates associates from our clients Civil Society Organizations and youthfrom colleges in the districts of Tamil Nadu all united by the common purpose of shapingthe thinking of adolescent young students.

Over the 2 decades Ullas has awarded merit scholarships to more than 54000 studentsacross Chennai Delhi Hyderabad Mumbai and Pune. While the merit scholarships recognizetheir academic excellence these "Young Achievers" as they are called receiveweekend enrichment programs aptly titled as SUMMIT delivered by our associate community -through packaged modules of 5 interventions of 3 hours each - 15 magical hours per yearover the four year period of the child's association with Ullas. This academic year over6100 children from Corporation Government and Government-Aided schools in five cities -Chennai Delhi Hyderabad Mumbai and Pune attended these intervention programs - thataid not just with life skills but also in designing their thinking. Under the ruralre-connect program "Touch The Soil" 2.5 lakh young minds were ignited with thepower of "CAN DO" and "Planning" with the active engagement andsupport of over 1800 volunteers across 105 districts in 5 states.

Ullas - Chennai

Ullas Trust celebrated its 20th Annual workshop on Sep 24th 2017 at The MadrasUniversity Centenary Hall in Chennai. The workshop was all about Igniting Young Minds andcelebrating our very own - Ullas Alumnus (our Higher Education Scholars) of over 200+since 2003. The workshop saw over 3000 grade IX X and XI Ullas Young Achievers from 218 -Corporation Government and Government-Aided schools who not only participated in theaspirational "CAN DO" workshop but also were awarded the Ullas Young AchieversMerit Scholarships. Nearly 100 Ullas Alumnus (Ullas Higher Education Scholars) since 2003came onstage to share their joy at being a part of the 2 decade celebration of "BeingUllas"! The workshop saw real life role models Smt. Valarmathi N Deputy DirectorPDMSA Indian Space Research Organization; Shri. Ganesh Kumar Executive Director ReserveBank of India; Dr.

Ruchi Gupta MD MPH Associate Professor of Pediatrics and Medicine NorthwesternUniversity Feinberg School of Medicine - share their life journey - events and incidentsthat shaped them inspire and interact with the students. Continuing its endeavor ofrecognizing and Encouraging Excellence in Education (EEE) 3 schools one each fromcorporation government and government aided were awarded the EEE award. Associatevolunteers conducted the weekend enrichment program (SUMMIT) across 7 venues in the city(including our corporate offices) covering over 3684 young achievers from grade 9-12. Aspart of the Touch The Soil program over 350 volunteers visited 445 schools in the 32districts of TN igniting over 1.68 lakh grade 9-12 students conducting the Diary ofDreams and Planning workshop. A total of 4251 scholarships were given to toppers in grade9 and 10 in the district schools. During this academic year Ullas inducted 63 HigherEducation Scholars (25 professional stream and 38 arts and science students) whilecontinuing to support an overall of 220 Higher Education Scholars who come back as mentorsto the incoming Ullas Young Achievers. These Higher Education Scholars not only inspiretheir juniors but also dazzle the associate mentors with their commitment and thirst topay it forward! Ullas continues to sponsor Easy Learning English (ELE) program ofVidyarambam Trust (VT) for grade 6 to 8 students in over 25 schools in 5 districts of TN.Vidyarambam Akkas also deliver our SUMMIT interventions to over 1500 grade 9 and 10students in 21 schools further extending the engagement with these young minds! In thespirit of partnering with likeminded partners to reach as many young minds in schoolsTalent Quest for India Trust (TQI) a student volunteer body movement has taken the SUMMITLevel 1 2 3 and 4 interventions to over 10000 students (grade 910 11 and 12) in 27schools across 21 districts of TN through their army of over 350 college studentvolunteers from nearly 50 different colleges. The third edition of Ullas Confluence washeld in Feb 2018 to celebrate and recognize these young TQI volunteer mentors fromvarious colleges across the districts who are giving back selflessly. Common purpose andintent unites these partners with Ullas in reaching not just the students from the urbanschools but also rural schools enabling dreams and aspirations!

Ullas - Mumbai

Mumbai Ullas chapter conducted the "CAN DO" workshop on 2nd December atMahakavi Kalidas Natyamandir celebrating over 540 young achievers from 24 schools (14Municipal and 10 Govt-Aided schools). The interactive workshop encouraged the students todream big and dream big with conviction. Associate volunteers including over 50volunteers from our client partner - Morgan Stanley conducted SUMMIT in the chapterschools during the weekends - reaching out to a total of 1010 students between grade 9 and10. As part of the Touch The Soil program 111 volunteers visited 121 schools in 14districts covering 18912 grade 9 and 10 students with 1042 scholarships for the toppersin 9th and 10th and conducting the Diary of Dreams and Planning workshop for the youngminds.

Ullas - Hyderabad

In Hyderabad 288 students enthusiastically participated in the Annual "CANDO" Workshop on November 11th 2017. The Young Achievers enthralled everyone withtheir rendering of Saraswathi Vandanam and cultural performances. The Diary of Dreamsworkshop was very interactive and enabled students to share their aspirational dreams.SUMMIT classes also saw our associate volunteers conduct the weekend intervention programfor 288 grade 9 students and 271 grade 10 students at 9 school chapters. As part of theTouch the Soil initiative over 112 associate volunteers their family and friends went inteams to 219 schools in 32 districts conducting the "CAN DO" and Planningworkshop for 32027 students along with 1979 merit scholarships for deserving grade 9 and10 students.

Ullas - Delhi

Ullas NCR chapter conducted the Annual CAN DO workshop on 18th November 2017 atChinmaya Mission New Delhi. 267 grade 9 young achievers from 20 government andgovernment-aided schools were inducted into the portals of Ullas Trust. The workshop alsosaw 45+ associate volunteers who cheered and supported the young achievers. The weekendenrichment program - SUMMIT was conducted by our associate volunteers in school chaptersand our corporate office for over 800 young achievers (grade 9 to 12) and was receivedvery well by the students and their school authorities. As part of the Touch The Soilinitiative 37 volunteers travelled to 14 districts of NCR reaching 11639 students ofgrade 9-12 from 41 schools inspiring and igniting young minds delivering the Diary theDiary of Dreams workshop and Planning workshop and also with a merit scholarship to 355toppers in 9th and 10th.

Ullas - Pune

Ullas Pune Chapter continued its engagement with 4 schools this year. The Annual Diaryof Dreams workshop was conducted on Dec 2nd 2017 for incoming young achievers coveringover 200 eager students across three locations. A total of 80 scholarships were awarded inthe urban schools as part of the SUMMIT program. Associate volunteers along with familyand friends conducted the subsequent weekend enrichment programs in the schools over 8weekends covering over 800 grade 9 and 10 students. As part of the Touch The Soilinitiative 40 volunteers went to 8 districts covering 66 district schools reaching 12236students from grade 9 and 10 with the diary of dreams and planning workshop. 606scholarships were given to 5 toppers each from grade 9 and 10 in these 53 schools.

Stepping into its 21st year the Ullas movement continues to be strengthened not justby our associates but also their family and friends and strong like-minded partnersdriven by the common purpose of "igniting young minds" and seeding the "CANDO" spirit.

(b) Computer Shiksha:

Computer Shiksha is an 80G 12A certified and FCRA approved non-profit organizationworking towards computer literacy among the underprivileged.

Vision is to bridge the divide between haves and have-nots using technology.

Mission

To build an ecosystem for providing Computer Knowledge and Training with passion andcommitment to deliver value in the form of Computer trained people who use this skillfor the betterment of their lives in every possible way.

To use technology to deliver solutions & reduce challenges faced by Underservedcommunities in every walk of life.

Salient Features of the Organization

Date of Inception 5th May 2012
Founders & Trustees • Dr. Rakesh Suri PhD in Management (AMU) BE (BITS Pilani) ex CEO IT Division DCM Ltd. currently Entrepreneur Visiting Professor and Corporate Trainer in leadership
• Ms Swapnalekha Basak B.Tech. PGDBM ex Head - HR SAS India Entrepreneur www.hcswellnessworld.com
• Sandeep Rana Entrepreneur
• Rajeev Lochan Co-Founder Lochan & Co.
• Sharad Agarwal Co-Founder Lochan & Co.
• ManMohan Thandi - Serial Entrepreneur
• Arjun Verma - Retired businessman. Philanthropist
• Vinod Jain - Entrepreneur at Diaspark
Brief History • Started with taking 15 laptops to school and 60 children (Model I)
• Had reached 1000 students by April 2013 (Model I)
• Model II launched in April 2016
• Currently they are providing computer education to 18000+ students
Working Patrons • Sumit Malhotra - Technocrat
• Anil Singhal - Vice President HCS Wellness World
• Rajiv Popli - Business Consultant
• Raj Singh - Serial Entrepreneur
• Rajesh Gulati - Real estate Entrepreneur
• Prem Kumar - Entrepreneur
• Y K Singh - Entrepreneur
• Vinod Jain - Entrepreneur
Nature of the Organization • Computer Shiksha is a charitable trust. It does not charge any fee for its services from anyone.
• The 'trustees' and 'patrons' are senior people from the industry and work pro bono.
Curriculum All learning is practical in nature.
Components of course
Learning Uses and Parts of a computer; Using Paint to draw - File Management - Text processing & formatting - Using spreadsheets as database and calculator - Presentation Skills - Internet applications for browsing & searching - E-mailing - Uploading & Downloading.
Length of course Basic and Basic Plus Course - 31 weeks assuming 2 classes per week (schools can take up to 62 weeks depending on the level of classes being taught) Advanced Course - 24 weeks assuming 2 classes per week (schools can take up to 48 weeks depending on the level of classes being taught)
Operational Model(s)
Delivery Model II Model II (which is the only option available now) enables partner schools to conduct classes by
• Enabling teachers / resources to facilitate the class. A 10th standard pass person who may have never seen a computer in life can become a computer trainer after 8 days training in Gurgaon
• Sharing the self learning videos and bilingual manuals which have been created currently in Hindi and English medium
• Support arranging the required hardware and maintaining it for ever
• Monitoring the class live wherever possible through CCTV on internet
• evaluating students to certify them
• having flexibility to design their own time table
The entire set of Self Learning Videos in multiple languages. Viz. Hindi English Tamil Telugu Marathi Bengali and Oriya complete with the teachers' manual is now also available on the Computer Shiksha website /YouTube link for free download.
Current # of students & Geographical spread 18013 at 130 CS enabled centers in 10 states viz. U.P. M.P. Delhi Haryana Uttarakhand Rajasthan Assam Karnataka Punjab and Bihar
Partner Schools 130 learning centers (as on 30.04.2018) and expanding fast
No. of employees 11 employees
Supporting Organizations MPS C.K.Birla Group Polaris Virtusa Ethical Realty Excel Warehousing Bajaj Auto Kisankraft SKF Snofi G.E. MaxLife Insurance GenPact Ford Motors....and many more
Financial Statements Uploaded on the website http://www.computershiksha.org/. All IT returns are also uploaded.

AWARD

Computer Shiksha has won the top award in the 'Education & Learning' categoryamongst 331 entries from NGOs from SAARC countries in the E-NGO challenge held on25.02.2017 at Prayag 2017 Surajkund Faridabad

Computer Shiksha has been certified to be having 'Desirable Norms prescribed for GoodGovernance of voluntary organizations" by CAI Credibility Alliance a globalorganization certifying NGOs.

Immediate Goal

To reach 1 lakh students by March 2019 and next target

To reach a million children i.e. 10 lakh children by March 2022

(c) IIT - Madras :

IIT Madras is one among the foremost institute which was established in the year 1959and is spread over in a campus admeasuring 250 hectares. It is an autonomous statutoryorganization which is functioning under the Institute of Technology Act. IIT Madras houses16 departments and has a faculty strength of 582. The number of students are around 9000and the alumini strength is 44470.

IIT Madras initiative of Carbon Zero Challenge (CZC) Ensures EnvironmentalSustainability promoters education and is working towards a practical problem withmentors from industry and academia.

Polaris Consulting & Services Limited participated in the said initiativepartnering with United States Consulate and facilitiated students and provided them with aplatform to think innovatively made them aware of the current environmental issues andlook at renewables as the future forward experiment with their ideas and build prototypesto prove their ideas - Great Learning opportunity Interact with some of theprofessionals as mentors and Support "Make in India" Initiative

Corporate Social Responsibility: Details of the policy and implementation of the CSRactivities during the year are as provided under Annexure 8.

23) Audit Committee Recommendation

During the year all the recommendations of the Audit Committee were accepted by theBoard. The Composition of the Audit Committee is as described in the Corporate GovernanceReport.

24) Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure [7].

25) Particulars of Loans Guarantees and Investments u/s 186

Pursuant to Section 186 of Companies Act 2013 and Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 disclosure on particularsrelating to Loans Advances Guarantees and Investments are provided as part of thefinancial statements.

26) Risk Management Policy:

The Board of Directors of the Company have approved Risk Management Policy in themeeting held on 29th March 2016 as per Regulation 21(4) of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015. The Policy provides an integrated approachfor managing the risks in various aspects of the business. The various risks identified bythe Company and its mitigation is provided for in the MD&A.

27) Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy.

The following is the summary of the complaints received and disposed off during thefinancial year 2017-18:

a) No. of complaints received : NIL
b) No. of complaints disposed off : NIL

28) Listing Fees

The Company confirms that it has paid the annual listing fees for the year 2017-18 aswell as 2018-19 to both National Stock Exchange of India Limited and BSE Limited.

29) Acknowledgement

Your Directors take this opportunity to express the gratitude to all investorsclients vendors bankers Regulatory and Government authorities Stock Exchanges andbusiness associates for their cooperation encouragement and continued support extended tothe Company. Your Directors also wish to place on record their appreciation to theAssociates for their continuing support and unstinting efforts in ensuring an excellentall round operational performances at all levels.

By Order of the Board
For Polaris Consulting & Services Limited
Arvind Sharma Hari Raju Mahadevu
Director Director
Place: Chennai Date : August 6 2018