Dear Members,
Your Directors are pleased to present the 26 Annual Report and the Companys audited
accounts for the financial year ended 31st March, 2017.
FINANCIAL SUMMARY:
| Particulars |
Year ended 31/03/2017 |
Year ended 31/03/2016 |
| Net Sales |
61.73 |
507.82 |
| Expenditure |
60.06 |
521.88 |
| Profit (Loss) before tax |
(25.08) |
(14.05) |
| Provision for Tax (prior period tax) |
(1.85) |
4.29 |
| Deferred Tax Liability (Asset) |
0.00 |
1.09 |
| Net Profit (Loss) after taxes |
(23.23) |
(17.25) |
BUSINESS PERFORMANCE
During the year under review, your Company has recorded total revenue of Rs. 61.73/-
Lacs as against Rs. 507.82/- lacs for the previous corresponding year. The Company has
incurred a loss of Rs. 23.23/- lacs against a loss of Rs.17.25/- lacs for the previous
corresponding year.
DIVIDEND
In view of the loss incurred, the Board of Directors of the Company expresses their
inability to
recommend any dividend for the year under review.
PUBLIC DEPOSITS
The Company has not invited/accepted any public deposit within the meaning of section
73 of the Companies Act, 2013 and rules made there under, during the year under review.
BOARD OF DIRECTORS
Relevant information on composition of the Board and number of meetings is provided in
Board of Directors section of Corporate Governance Report which forms part of this
Annual Report.
In accordance with provisions of the Companies Act, 2013 and Article of Association of
the Company, Mr. B Srinivas and Mr. M Naveen Kumar, Directors of the Company, retires by
rotation and being eligible offers themselves for re-appointment and the declarations were
received from them certifying that they meet the criteria of Director as prescribed.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors have given declarations that they meet the criteria of
Independence as laid down under Section 149 (6) of the Companies Act, 2013.
TRANSFER TO RESERVES:
Loss of Rs.23.23/- Lacs was transferred to reserves for the year ended 31.03.2017.
EXTRACT OF ANNUAL RETURN
In compliance with section 92(3), section 134 (3) (a) of the Companies Act, 2013 and
rule 11 of the Companies (Management and Administration) Rules, 2014 the extract of the
annual return is given in Annexure-I in the prescribed Form MGT-9, which forms part
of this report.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provision of section 134 (5) of the Companies Act, 2013, the
Directors confirm that:-
(i) In the preparation of the annual accounts, the applicable accounting standards have
been followed and that there are no material departures
(ii) They have, in the selection of the accounting policies, consulted the statutory
auditors and have applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the profit of the Company for that period.
(iii) They have taken proper and sufficient care, to the best of their knowledge and
ability, for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(iv) They have prepared the annual accounts on a going concern basis.
(v) The Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively.
(vi) The Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
AUDITORS AND AUDITORS REPORT:
As the term of present Auditors i.e., M/s. P. Murali & Co., Chartered
Accountants is expired pursuant to the provisions of the Companies Act, 2013, it is
proposed to appoint M/s Chandra Babu Naidu & Co., Chartered Accountants,
Hyderabad (Firms Registration No. 016016S) of the Company to hold office for a period of
5 years till the conclusion of the 31 Annual General Meeting. The Board recommends their
appointment for your approval.
The Company has received letter from them to the effect that their appointment, if
made, would be within the prescribed limits under section 141(3) (g) of the Companies Act,
2013 and they are . not disqualified for appointment. The Notes on the Financial
Statements referred to in the Auditors Report are self-explanatory and do not call for
any further comments
SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. A. S. Ramkumar & Associates, Company Secretaries to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure
II to this report.
AUDIT COMMITTEE:
Relevant information on composition of the Audit Committee and number of meetings is
provided in Audit Committee section of Corporate Governance Report which forms part of
this Annual Report.
NOMINATION & REMUNERATION POLICY:
The Company follows a policy on remuneration of Directors and Senior Management
Employees. The policy is approved by the Nomination & Remuneration Committee and the
Board. More details on the same are given in the Corporate Governance Report.
REPORT ON CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015
forms part of this Annual Report.
The requisite certificate from the Auditors of the Company confirming compliance with
the conditions of Corporate Governance as stipulated under the aforesaid SEBI (LODR)
Regulations, 2015 is attached to the Report on Corporate Governance.
MANAGEMENTS DISCUSSION AND ANALYSIS
Pursuant to the provisions of SEBI (LODR) Regulations, 2015, a report on Management
Discussion & Analysis is herewith annexed as Annexure - III to this report.
INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit (IA) function
is to maintain its objectivity and independence, the Internal Audit function reports to
the Chairperson of the Audit Committee of the Board.
RISK MANAGEMENT POLICY:
The Company has instituted a proper mechanism for identifying and establishing controls
to effectively manage different kinds of risks viz., Trend Related Risks, Raw Material
Risks, Brand Technology Risks, Operational Quality Risks, Human Resources Risks,
Regulatory Risks and Financial Risks. The management periodically reviews the risks and
takes steps to mitigate identified risks.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has a vigil Mechanism named Vigil Mechanism/ Whistle Blower Policy to deal
with instances of fraud and mismanagement, if any.
FAMILIARISATION PROGRAMME
The Company has a Familiarization Programme which deals with familiarizing the
Independent Directors with the Company, their roles, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the
Company, etc., through various programmes.
The weblink to visit the policy on the Companys website is
http://www.allsoftcorporation.com
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details are given in the notes to accounts.
PARTICULARS OF RELATED PARTY TRANSACTION:
All the related party transactions were entered on arms length basis and are in
compliance with the applicable provisions of the Companies Act, 2013 and the Listing
Agreement / SEBI (LODR) Regulations, 2015.
There are no materially significant related party transactions made by the company with
Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict
with the interest of the company at large.
All Related Party Transactions are presented to the Audit Committee and to the Board.
Omnibus approval is obtained for the transactions which are foreseeable and repetitive in
nature. A statement of all related party transactions is presented before the Audit
Committee on a quarterly basis, specifying the nature, value and terms and conditions of
the transactions. Complete details mentioned in the Notes to accounts.
Information on transactions with related parties pursuant to section 134(3)(h) of the
Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure
IV in Form AOC-2 to this report.
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 with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. No complaints pertaining to sexual harassment
have been ever received till FY 2016-2017.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS: There are no
significant material orders passed by the Regulators / Courts which would impact the going
concern status of the Company and its future operations.
LISTING OF SECURITIES
The Equity Shares of the Company are listed at Bombay Stock Exchange.
DEMAT STATUS
The Companys shares are presently held in both electronic and physical modes.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees in the Company, particulars of whom are required to be furnished
under Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The industrial relations were cordial at all units of
the Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to energy conservation, Technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are not Applicable to
the Company.
DECLARATION ABOUT COMPLIANCE WITH CODE OF CONDUCT BY MEMBERS OF THE BOARD AND SENIOR
MANAGEMENT PERSONNEL
The Company has complied with the requirements about the Code of Conduct for Board
members and Senior Management Personnel. A compliance certificate by the Managing Director
forms part of this Report.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, government authorities,
customers, vendors and members during the year under review. Your Directors also wish to
place on record their deep sense of appreciation for the committed services by the
Companys executives, staff and workers
By Order of the Board of Directors
| Sd/- |
Sd/- |
| B. SRINIVAS |
AJAY CHAUHAN |
| MANAGING DIRECTOR |
DIRECTOR |
| (DIN : 06502672) |
(DIN : 00629472) |
Place: Secunderabad Date: 27.05.2017
+91-9892691696
