Ajel Ltd Directors Report.

BOARDS REPORT

To

The Members

Ajel Limited

Your Directors have pleasure in presenting the 24thAnnual Report together with the audited statementsof account for the year ended 31st March 2018.

Financial summary or highlights/Performance of the Company

The financial results of the company are as follows:

(Amount in Rs. Lakhs)

Standalone

Consolidated

Particulars Current Year 31-03-2018 Previous Year31-03- 2017 Current Year 31-03-2018 Previous Year31-03- 2017
Gross Revenue from Operations 369.98 649.95 670.85 1505.06
Other Income 0 6.67 0 6.67
Total Revenue 369.98 649.95 670.85 1511.72
Total Expenditure 389.21 643.65 765.64 1586.16
Profit / (loss) Finance Costs, Exceptional items and Tax (19.24) 6.30 (94.79) (74.43)
Finance Costs 0 0.00 0 4.23
Profit / (loss) Before Exceptional items and Tax (19.60) 6.30 (95.15) (78.66)
Less: Exceptional items 0 0 0 0
Profit/ (loss) Before Tax (19.60) 6.30 (95.15) (78.66)
Less: - Tax 0 0 0 0
Profit / (loss) After Tax (19.60) 6.30 (95.15) (78.66)

Review of Performance and state of the companys affairs

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

Members will notice that the revenue from operations on standalone basis decreased to Rs.369.98 Lakhs, as against Rs.649.95 Lakhs for the previous year. The Total Income decreased to Rs.(19.60) Lakhs from profit of Rs 6.30 Lakhs of Previous year.

Members will notice that the revenue from operations on consolidated basis reduced to Rs.1511.7670.85 Lakhs, as against Rs.1505.06 Lakhs of the previous year. The Profit/(Loss) has reduced to Rs. (95.15) Lakhs from Rs.(78.66) Lakhs of the previous year.

The Company is continuously striving to improve efficiency and deliver excellence in our 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.

Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report.

There are no other Material Changes and Commitments affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this Report. Dividend No dividend has been recommended by Board of Directors for the financial year 2017-18.

Transfer to reserve

There were no transfers to Reserves during the financial year 2017-18.

Share Capital

The authorized share capital of the Company as on March 31,2018 is Rs. 12,00,00,000/- divided into 1,20,00,000 equity shares of Rs. 10/- each.

Issued, subscribed and paid up capital of the Company as on March 31,2018 is Rs. 11,65,00,000/- divided into 1,16,50,000 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 Securities Exchange Board of India (SEBI), on September 02nd 2015, has issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with an aim to consolidate and streamline the provisions of listing agreement for different segments of capital market to ensure better enforceability. The said regulations were effective from December 1st, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within 6 months from the effective date. The Company entered into Listing agreement with the BSE Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE where the Companys Shares are listed.

Directors and Key Managerial Personnel:

Reappointment:

As per the provision of the Companies Act, 2013 Ms. Harshana Anantaraji(DIN: 07466984) 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 herself for re-appointment in accordance with the provisions of the Companies Act and pursuant to Articles of Association of the Company. The Board recommends her reappointment.

Proposed Appointments:

Board of Directors on recommendation of Nomination & Remuneration Committee has appointed

• Mr. Dharmendra Kumar Sharma, as Additional Director (Non-Executive, Independent) in their meeting held on 12.10.2017.

• Ms. Rajani Devarapalli, as Additional Director (Non-Executive, Independent) in their meeting held on 05.02.2018.

• Mr. Sureddy Venkat Reddy as Managing Director(Executive) in their Meeting held on 12.10.2017 and

• Ms. Harshana Antharaji as Director in the Annual General Meeting Held on 30.09.2016 and proposed in the ensuing Annual General Meeting to appoint her as Wholetime Director.

Board of Directors has proposed for regularizing the appointment of said Directors in the ensuing Annual General Meeting of the Company.

The Board of Directors also propose to appoint Mr. Dharmendra Kumar Sharmaand Ms. Rajani Devarapalli, as independent Director for a period of 5(five) years.

Your Board recommends their appointment of the aforesaid Directors.

Disqualification of Director:

Mr. Srinivasa Reddy Arikatla- Managing Director and Anil Kumar Director are disqualified director under section 164(2) due to non-filing of financial statements or annual returns for continuous period of three financial years in other companies.

Meetings

During the year under review7 (Seven) Board Meetings were convened and held. The Board meetings were held on 30.05.2017, 04.09.2017, 14.09.2017, 12.10.2017,14.12.2017, 05.02.2018,14.02.2018.The intervening gap between the Meetings was not more than 120 days as prescribed under the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)

Regulations,2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholders Relationship Committees.

Declaration by Independent Directors

A declaration has been received by all the Independent Directors of the Company that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

A meeting of the Independent Directors was held on 14.02.2018 which was attended by the Independent Directors. The Independent Directors have evaluated the performance of the Non-Independent Directors, the Board as a whole and the Chairman of the Board. The Board was briefed on the deliberations made at the Independent Directors Meeting.

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 websitewww.ajel.in .

Directors Responsibility Statement

Pursuant to the requirement of Section 134, in the Companies Act, 2013, the Board of Directors of the Company make the following statements, to the best of their knowledge and belief and according to the information and explanations obtained by them:

a) That in the preparation of the annual financial statements for the year ended March 31,2018, the applicable accounting standards have been followed and there have been no material departures there from;

b) That the accounting policies mentioned in notes to the Financials Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2018 and of the profits of the Company for the year ended on that date;

c) That proper and sufficient care has been taken 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;

d) That the annual financial statements have been prepared on a going concern basis;

e) That proper internal financial control has been laid down to be followed by the Company and such internal financial controls are adequate and operating effectively.

f) That proper systems in place to ensure compliance with the provisions of all applicable laws and such systems are 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:

Name of the Director Designation Category
Mr. Mandireddy Narasimha Reddy Chairman Independent, Non-Executive
Mr. Anil Kumar Chede Member Independent, Non-Executive
Mr. Venkat Reddy Sureddy Member Managing Director

During the Period under review Audit committee has met 4 (Four) times in a year.

Audit Committee Meetings

Date of meeting Total No of Directors as on the date of meeting Number of directors attended
30.05.2017 03 03
14.09.2017 03 03
14.12.2017 03 03
14.02.2018 03 03

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;

• Gualifications 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

Name of the Director Designation Category
Mr. Mandireddy Narasimha Reddy Chairman Independent, Non-Executive
Mr. Anil Kumar Chede Member Independent, Non-Executive
Mr. Venkat Reddy Sureddy Member Managing Director

The Committee held 4 (Four) meetings during the year ended March31,2018. Nomination and Remuneration committee meetings

Date of meeting Total number of directors as on date of meeting Directors Attended
12.10.2017 03 03
14.12.2017 03 03
02.02.2018 03 03
14.02.2018 03 03

(b) Selection and Evaluation of Directors

The Board has based on recommendations of the nomination and remuneration Committee, laid down fol- lowingpolicies:

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;

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 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.

Stakeholders RelationshipCommittee

Name Category of Director Designation
Mr. Harshana Antharaji Non-Executive Independent Director Chairperson
Mr. Srinivasa Reddy Arikatla Executive Director Member

The Scope of Stakeholders Relationship Committee are as follows:

(i) Consider and resolve the grievances of security holders of the Company includinglnvestors complaints;

(ii) Allotment of shares, approval of transfer or transmission of shares, debentures or anyother securities (Hi) Issue of duplicate certificates and new certificates on split/consolidation/renewal etc.;

Particulars of Employees

Details in respect of remuneration paid to employees as required under Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of 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

Auditors

Statutory Auditors

In terms of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Naresh Dinesh & Associates, Chartered Accountants, were appointed as statutory auditors of the company in the General Meeting held on 30.09.2015 for a period of Five Year i.e; till the conclusion of the 26th Annual General Meeting.

The Audit Committee and the Board recommends the ratification of appointment of M/s. Naresh Dinesh & Associates, Chartered Accountants as Statutory Auditors of the Company.

Secretarial Auditor

In terms of Section 204 of the Act and Rules made there under, Mr. N.V.S.S. Suryanarayana, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the financial year under review.

Auditors Report

The Auditors report for the financial year does not contain any qualifications, reservation or adverse remark. The Auditors report is enclosed with the financial statement in this Annual report.

Secretarial Audit Report

The Secretarial Auditors report for the financial year is enclosed as Annexure to this report.

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

Observations of Secretarial Auditor Managements Reply:
There is a pending Listing approval for listing of 9,00,000 Equity Shares allotted on 14.11.2012 on Preferential Basis The Company have made an application for Listing of 9,00,000 Equity Shares and received the comments from BSE with regard to application.
However, the company is in the process of replying to the comments received from BSE.
There is a pending Trading approval for trading of 6,00,000 Equity Shares, which was Listed on 18th February, 2013 The Company have made an application for Obtaining the Trading Approval for 6,00,000 Equity Shares and received the comments from BSE with regard to application.
However, the company is in the process of replying to the comments received from BSE.

Cost Auditors

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

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 31 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.

Reporting of Frauds by auditors

During the year under review, neither the statutory auditors nor the Secretarial auditor has reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instance of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report.

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.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for Directors and employees to report genuine concerns has been established.

Risk management policy

The Risk Management Policy is in place in the Company enables the Company to proactively take care of the internal and external risks of the Company and ensures smooth business operations.

The Companys risk management policy ensures that all its material risk exposures are properly covered, all compliance risks are covered, and the Companys business growth and financial stability are assured. Board of Directors decide the policies and ensure their implementation to ensure protection of Company from any type of risks.

Extract of Annual Return

In accordance with Section 92(3) and 134(3)(a) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT- 9 is given as Annexure to this report and the same is placed on the website of the Company.

Secretarial Standards

The Company complies with all applicable secretarial standards.

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 other significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Companys operations in future.

Deposits

The Company has not accepted any deposit from the public under Chapter V of the Act or under the corresponding provisions of Section 73 and 74 of the Companies Act, 2013, and no amount of principal or interest was outstanding as on the Balance Sheet date.

Subsidiary & Associates/Joint Ventures

The Company has one Subsidiary Company, the details of which is appended as ‘Annexure I to this Report Particulars of loans, guarantees or investments under section 186

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

Particulars of contracts or arrangements with related parties:

The 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 are disclosed in Form No. AOC-2 as Annexure to this report.

There were no material significant related party transactions made by the Company with the Promoters, Directors,

Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large. None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to them in the form of remuneration, sitting fee and commission.

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 anyresearch and development activity in any manufacturing activity nor any specific technology is obtained from anyexternal 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: 5,82,874 Foreign Exchange Outflows: Nil 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 Corporate Governance

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements), 2015, provisions relating to Corporate governance is not applicable to your company and therefore there is no separate report on corporate governance.

Managements Discussion and Analysis

Management Discussion and Analysis Report, pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, forms part of this report and same is annexed.

Corporate Social Responsibility

The provisions w.r.t. CSR are not applicable to the Company therefore, the Company had not constituted CSR committee during the year 2017-18.

Corporate Governance Report

In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, entered into with the Stock Exchanges, a separate Report on Corporate Governance along with a certificate from a Practicing Company Secretary regarding its compliance is annexed as Annexure II and forms part of this Report. Your company will continue to adhere in letter and spirit to good corporate governance policies. Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

Obligation of Company underthe 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 requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. 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.

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

No. of complaints received: - NIL -
No. of complaints disposed off: -NIL-

Personnel

Your Directors place on record their appreciation for the services rendered by the employees. The relation between the management and the employees has been cordial throughout the year.

ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for their support and Contribution during the year. The Directors would also like to thank the employees, shareholders, Customers, suppliers, alliance partners and bankers for the continued support given by them to the Company and their confidence reposed in the management.

By order of the Board for Ajel Limited

Srinivasa Reddy Arikatla Harshana Antharaji
Managing Director Director
DIN No: 01673552 DIN No.07466984
Place: Hyderabad
Date: 30.08.2018