Ajel Ltd Directors Report.

To

The Members

AJEL LIMITED

Your Directors have pleasure in presenting their 25th Annual Report on the business and operations of your company for the financial year ended March 31st, 2019.

Financial Results

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

(Amount in Rupees Lakhs)

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

Review of Performance and state of the companys affairs

During the year under review, the overall performance of the Company was reasonable considering the sector/market conditions.

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

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

The Company is continuously striving to improve efficiency and deliver excellence in its professional services and project execution. The Company has identified new avenues for growth and is focusing its energies to develop business. The Company continues to focus on delivering services to its identified market segments in its core technology areas. It continues to align its sales and delivery organizations to an offshore centric model as well as big foray in to Domestic market.

Dividend and Transfer to Reserves

Although your Company has earned profits during the year, the Board of Directors have decided to plough back the Profits into the Company. Therefore, your Directors have not recommended any dividend for the Financial Year 2018-19.

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

Share Capital

The Authorized Share Capital of the Company stands at Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into 12,00,000 (Twelve Lac) Equity Shares of Rs. 10/- (Rupees Ten) each.

As on date Paid up Share Capital stands at Rs. 11,65,00,000/- (Rupees Eleven Crores Sixty-Five Lacs) divided into 1,16,50,000 (One Crore Sixteen Lakhs and Fifty Thousand) equity shares of Rs. 10/- each.

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

Consolidated Financial Results:

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

Listing

The Company entered into Listing agreement with the BSE Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 to BSE where the Companys Shares are listed.

Board of Directors and Key Managerial Personnel:

The Board of directors of your company is duly constituted.

Proposed Reappointment:

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

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

1. Mr. Kallepalli Hariharanadha Raju, was appointed as Additional Non-Executive Independent Director of the Company for a period of 5 years in the Board meeting held on 23.01.2019, subject to approval of members.

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

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

Your Board recommends their appointment of the aforesaid Directors.

4. Mr. Dharmendra Kumar Sharma, Independent Director of the Company has resigned from the Board of the Company on 15.04.2019.

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

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

7. Mr. Satya Rajesh Rebba Pragada, Additional Director was appointed on 23.01.2019 and has resigned from the Board of the Company on 14.08.2019.

8. Mr. Anil Kumar Chede, Director of the company has resigned from the Board on 16.03.2019.

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

Number of meetings of the board:

During the period under review 8 (Eight) Board meetings were held on 30.05.2018, 14.08.2018, 30.08.2018, 17.09.2018, 14.11.2018, 23.01.2019, 14.02.2019 and 16.03.2019, the gap between any two Board Meetings is within the period prescribed by the Companies Act, 2013 and Listing Agreement.

Declarations by Independent Directors:

The Company has received declarations form the Independent Director under Section 149(6) of the Companies Act, 2013 confirming their independence vis--vis the Company.

Board evaluation and assessment;

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

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

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the nonexecutive directors to the chairman

- Feedback on management support to the board.

Familiarisation Programme for Independent Directors

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

On appointment of the Independent Directors, they will be asked to get familiarised about the Companys operations and businesses. An Interaction with the key executives of the Company is also facilitated to make them more familiar with the operations carried by the company. Detailed presentations on the business of the company are also made to the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices as the case may be and link is available at the website www.ajel.in.

Directors Responsibility Statement

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

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

b. such accounting policies have been selected and applied consistently and the Directors 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 as at 31st March, 2019 and of the profit/loss of the Company for that year;

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

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

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

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

Audit Committee

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

The following are the members of the Audit Committee:

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

During the Period under review Audit committee has met 5 (Five) times in a year on 30.05.2018, 14.08.2018, 30.08.2018, 14.11.2018 & 14.02.2019.

Scope of Committee:

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

a. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

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

c. Reviewing with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, focusing primarily on:

? Matters required to be included in the directors responsibility statement to be included in the boards report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

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

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

• ? Qualifications in the draft audit report;

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

• ? The going concern assumption;

• ? Compliance with accounting standards;

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

e. Review and monitor the auditors independence and performance, and effectiveness of audit process;

f. Reviewing, with the management, the quarterly financial statements and auditors report before submission to the Board for approval;

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

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

i. Scrutiny of inter-corporate loans and investments;

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

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

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

m. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

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

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

p. Composition, name of members and Chairperson

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Nomination and Remuneration Committee:

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

(a) Composition, Meetings and Attendance during the year

The Nomination and Remuneration Committee comprises of the following members

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

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

(b) Selection and Evaluation of Directors

The Board has based on recommendations of the nomination and remuneration Committee, laid down following policies:

1. Policy for Determining qualifications, Positive Attributes and Independence of a Director

2. Policy for Board & Independent Directors Evaluation

(c) Performance Evaluation of Board, Committees and Directors

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

e. More effective board process

f. Better collaboration and communication

g. Greater clarity with regard to members roles and responsibilities

h. Improved chairman managing directors and board relations

The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

(d) Remuneration Policy for Directors

- Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors of the quality required to run the company successfully;

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

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

Management Discussion & Analysis

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

Subsidiary Companies

The Company has one Subsidiary Company, the details of which is appended as ‘Annexure I to this Report

Particulars of Contracts or arrangements with related parties

All the related party transactions that were entered during the financial years were in the ordinary course of business of the company and were on arm length basis. There were no materially significant related party transactions entered by the company during the year with the promoters, directors, key managerial personnel or other persons which may have a potential conflict with the interest of the company.

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

Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto shall be disclosed in Form No. AOC-2 as ‘Annexure II to this report.

Particulars of Employees

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

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

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

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

Statutory Auditors

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

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

Management responses to observations in Auditors Report

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

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

Sl. No. Account Head Amount Rs.
1 Sundry Debtors 69,14,580.39
2 Sundry Creditors (92,944.63)
3 TDS Receivable 7,31,516.00
4 Service Tax Receivable 12,34,956.00
5 Provisions (36,25,266.00)

1. The total of which amounting to Rs. 51,62,842/- which were pending due from previous years where no documentation / information is available with the management of the company except an oral reply stating them as un-reconciled and long-standing balances.

Management Response

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

2. In respect of partial write back of investments amounting to Rs.33,46,595/- (Market Value as on 31.03.2019 Rs.57,19,754/-) which were written off in the books of accounts during the Financial Year 2000-2001 as ‘Investments written off for a value of Rs. 58,39,367/-, though the company holds the title of such investments:

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

(ii) the value of investments written back is as per the managements estimation basis without any substantial evidence;

(iii) The company does not have any explanation/information as to the residuary value of the Investments (the difference between actual amount written off during the financial year 2000-2001 and the amount written back in the books of accounts). However, as explained by management, they are in the process of getting information. Had all the investments written off during the FY 2000-2001 been written back the profit would have been increased by Rs.24,92,772/-.

Management Response

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

Cost Audit Report

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

Secretarial Audit Report

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

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

The following are the managements reply to the Secretarial auditors observations:

S. No. Observations of Secretarial Auditor Managements Reply
1. During the period under review the Company has submitted the Annual Performance report with Syndicate AD bank from the financial year 2009-10 to 2017-18. Due to administrative lapses the company has missed to file the APR with AD Bank, However, during the period under review, the same has submitted to AD Bank
2. There was a delay in filing certain forms with Registrar of Companies, Telangana. The Management will ensure for timely compliance
3. There is a pending Listing approval for listing of 9,00,000 Equity Shares allotted on 14.11.2012 on Preferential Basis. The application for Listing of 9,00,000 Equity Shares was rejected by BSE. The company is in the process of refiling the same.
4. There is a pending Trading approval for trading of 6,00,000 Equity Shares, which was Listed on 18th February, 2013. The application for Trading Approval for 6,00,000 Equity Shares was rejected by BSE. The company is in the process of refiling the same.

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

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandated the inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalization on Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31st March, 2012. In view of the requirements specified, the company is not mandated for the providing the BRR and hence do not form part of this Report.

Extract of the Annual Return

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

Corporate Social Responsibility

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

Particulars of Loans, Guarantees and Investments

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

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of section 177 of the companies act, 2013 and the rules framed there under and pursuant to the applicable provision of SEBI (Listing Obligations And Disclosure Regulations), 2015 of the listing agreement entered with stock exchanges, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy which has been approved by the board of directors of the company has been hosted on the website of the company viz. www.ajel.in.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

Risk Management Policy

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

Policy on Sexual Harassment

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

Material changes and commitments, if any, affecting the financial position of the company

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

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

Public Deposits

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstanding on the date of the Balance Sheet.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

There is no information to be furnished regarding Technology Absorption as your company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which needs to be absorbed or adapted.

Foreign Exchange Earnings and Outgo

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

Foreign Exchange Inflows: Rs. 33,09,035.

Foreign Exchange Outflows: 0.00

Internal Audit & Controls

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

Internal Financial Control Systems

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations, to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances, adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of available resources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary control system to monitor revenue and expenditure against approved budget on an ongoing basis.

Industrial Relations

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

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and the rules framed there under and pursuant to the applicable provision of SEBI (LODR) Regulations, 2015, the company has established a mechanism through which all stake holders can report the suspected frauds and genuine grievances to the appropriate authority.

Risk Management Framework

Pursuant to SEBI (LODR) Regulations, 2015, the Board of Directors of the top 100 Listed entities are mandated to constitute a Risk Management Committee. Since the Company is not falling under the above criteria, there is no requirement to constitute such a committee.

However, periodic assessments to identify the risk areas are carried out and management is briefed on the risks in advance to enable the Company to control risk through a properly defined plan. The risks are taken into ac- count while preparing the annual business plan for the year.

Human Resources

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

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

Acknowledgements

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

for and on behalf of the Board of

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

Annexure -I

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

Part "A": Subsidiaries

S. No. Particulars Details
1. Name of the subsidiary Ajel Technologies India Private Limited
2. Reporting period for the subsidiary concerned, if different from the holding companys reporting period Same as Holding Company
3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries NA
4. Share capital 75,00,000
5. Reserves & surplus (6029136)
6. Total assets 6059994
7. Total Liabilities 12089130
8. Investments 4422360
9. Turnover 0
10. Profit before taxation 0
11. Provision for taxation 0
12. Profit after taxation 0
13. Proposed Dividend 0
14. % of shareholding 100%

Annexure -II

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arms length basis: Nil

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

b. Nature of contracts/arrangements/transactions

c. Duration of the contracts/arrangements/transactions

d. Salient terms of the contracts or arrangements or transactions including the value, if any

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

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

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

2. Details of material contracts or arrangement or transactions at arms length basis: NIL

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

b. Nature of contracts/arrangements/transactions:

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

d. Salient terms of the contracts or arrangements or transactions including the value, if any: NA

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

f. Amount paid as advances, if any: NIL

for and on behalf of the Board of

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

Annexure III

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

PART- A

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

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

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

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

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

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

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

PART- B

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

Names of top 10 Employees Employed throughout the Financial Year and in receipt of remuneration aggregating Rs 1,00,00,000 ( 1 Crore) or more

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

Names of top 10 Employees Employed throughout the Financial Year and in receipt of remuneration for a part of that year, at a rate which, in the aggregate, was not less than 8,50,000 lakh rupees Per Month

Name of the Employee

Designation

Remune ration (in Rs.)

Qualification

Experience (years)

Date of end of Employment

Age

Last employment held before joining the company

% of equity shares held in the Company

NIL

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

for and on behalf of the Board of Ajel Limited

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