California Software Company Ltd Directors Report.

To the Members,

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

FINANCIAL RESULTS

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

(All figures in lakhs, Except for EPS)

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

COMPANY PERFORMANCE AND RESULTS OF OPERATIONS

Standalone Results

During the year, your Company on a standalone basis earned total revenue of Rs. 145 lakhs as against Rs. 95.25 lakhs earned during the previous year. The profit before tax during the year is Rs. 66.40 lakhs as against Rs. 54.22 lakhs of the previous year.

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

Consolidated Results

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

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

DIVIDEND

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

SHARE CAPITAL

The Share Capital of the Company as of 31st March, 2019 stood at Rs. 15,87,58,060/- shares of Rs. 10/- each as below:

a) 1,23,65,006 equity shares of Rs. 10/- each; b) 35,10,800 Optionally Convertible Redeemable Preference Shares of Rs. 10/- each

On 26.03.2019, 35,10,800 Optionally Convertible Redeemable Preference Shares (OCRPS) convertible into equivalent number of Equity Shares of the Company at an Issue price of INR 100/- per OCRPS were allotted to Chemoil Advanced Management Services Private Limited on preferential basis, pursuant to conversion of unsecured loans into OCRPS

TRANSFER TO RESERVES

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

SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiary, prepared in accordance with Indian Accounting Standards notified under the Companies Indian Accounting Standards notified under the Companies (Indian Accounting Standard) Rules, 2015 (‘IND AS) form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

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

As on March 31, 2019, the company has a subsidiary company namely Aspire Communications Private Limited. There has been no material change in the nature of the business of the subsidiaries. The consolidated financial statement has been prepared in accordance with the relevant accounting standards and a separate statement containing the salient features of the financial statement of its subsidiaries and associate in form AOC-1 is attached as Annexure V along with the financial statement of the company.

DEPOSITS

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

In compliance of Section 125 of the Companies Act, 2013, the dividends pertaining to the financial year 2007-2008 which were lying unclaimed with the Company was transferred to the Investor Education and Protection Fund during the financial year 2015- 16. The Company has not declared any dividend after FY 2008-09, hence there is no requirement of transfer to Investor Education and Protection Fund.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

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

RELATED PARTY TRANSACTIONS

During the year, the Company has not entered into any contract / arrangement / transaction with a related party which can be considered as material in terms of the policy on related party transactions laid down by the Board of Directors. The related party transactions undertaken during the financial year 2018-19 are detailed in Notes to Accounts of the Financial Statements.

Particulars of contracts or arrangements with related parties referred to in section 188(1) of the Companies Act, 2013 in form AOC-2 is appended as Annexure-IV to the Boards Report.

RISK MANAGEMENT AND RISK MANAGEMENT POLICY

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

• Review and approve the Risk Management Policy and associated frameworks, processes and practices of the Company;

• Ensuring that the Company is taking the appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities;

• Evaluating significant risk exposures of the Company and assess managements actions to mitigate the exposures in a timely manner (including one-off initiatives, and ongoing activities such as business continuity planning and disaster recovery planning & testing)

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

• Reporting and making regular recommendations to the Board;

DETAILS OF DIRECTORS AND KEY MANAGEMENT PERSONNEL

Appointments

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

Mr. Ranganathan was appointed as Company Secretary and Compliance Officer with effect from November 27, 2018

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

The appointment of Mr. Mahalingam Vasudevan as Managing Director and Chief Executive

Officer was approved by the Shareholders in the Annual General Meeting held on September 29, 2018

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

Mr. M. Sampath has been appointed as an Independent Director with effect from May 10, 2019.

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

Retirement and Resignation of Directors

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

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

BRIEF PROFILE OF DIRECTORS PROPOSED TO BE RE-APPOINTED

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

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

Dr.Vasudevan Mahalingam (DIN 01608150) is the Managing Director and Chief Executive Officer of the Company who holds M.Pharm and Ph.D degree and has extensive experience in the business of the Company. All the Executive Directors and Non Executive and Non Independent Directors are liable to retire by rotation. Applying this, Mr. Mahalingam Vasudevan (DIN: 01608150) who was appointed as Executive Director on 12/08/2016, in the current term, being the longest serving member, is liable to retire by rotation in the current Annual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

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

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

GOVERNANCE GUIDELINES

The Board of the Company has adopted Governance Guidelines on Board Effectiveness. The Guidelines cover aspects related to composition and role of the Board, Chairman and Directors, Board diversity, definition of independence, Director term, retirement age and Committees of the Board. It also covers aspects relating to nomination, appointment, induction and development of Directors, Director remuneration, Subsidiary oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees.

PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Directors appointment or re-appointment is required. The Committee is also responsible for reviewing the profiles of potential candidates vis--vis the required competencies and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

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

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

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

Positive Attributes: In addition to the duties as prescribed under the Act, the Directors on the Board of the Company are also expected to demonstrate high standards of ethical behaviour, strong interpersonal and communication skills and soundness of judgement. Independent Directors are also expected to abide by the ‘Code for Independent Directors as outlined in Schedule IV to the Act.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The NRC has defined the evaluation criteria, procedure and time schedule for the Performance Evaluation process for the Board, its Committees and Directors.

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

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

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Directors are provided with necessary documents, reports and internal policies to enable them to familiarize with the companys procedures and practices. Further, periodic presentations are made at the

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

Upon appointment, the Directors are issued a Letter of Appointment setting out in detail the terms of employment including their roles, function, responsibilities and their fiduciary duties as a Director of the company.

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

SKILLS, EXPERTISE AND COMPETENCIES OF THE BOARD

The Board of Directors has, based on the recommendations of the Nomination and Remuneration

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

NUMBER OF BOARD MEETINGS

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

BOARD COMMITTEES

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

1) Audit Committee

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

During the period under review, the suggestions put forth by the Audit Committee were duly considered and accepted by the Board of Directors. There were no instances of non- acceptance of such recommendations.

2) Nomination and Remuneration Committee

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

3) Stakeholder Relationship Committee

The Company has a Stakeholders Grievance Committee (formerly known as Shareholders/Investors Grievance Committee) of the Board of Directors to look into the redressal of complaints of shareholders/investors such as transfer or credit of shares, non-receipt of dividend/notices/annual reports, etc.

During the year, the Stakeholders Grievance Committee (formerly known as Shareholders/Investors

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

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

DETAILS OF POLICIES DEVELOPED BY THE COMPANY

1) Nomination and Remuneration Policy

Our Company has constituted a Nomination, Remuneration and Governance Committee of the Board of Directors and formulated a Nomination and Remuneration Policy containing the criteria for determining qualifications, positive attributes and independence of a director and policy relating to the remuneration for the directors, key managerial personnel and senior management personnel of the Company. The Nomination and Remuneration Policy is available on the website of the Company www.calsoftgroup.com and relevant extracts from the Policy are reproduced in Annexure II to this report.

The Board affirms that the remuneration paid during financial year 2018-19 to the Employees and Key Managerial Personnel was as per the Remuneration policy of the Company.

2) Whistle Blower Policy - Vigil Mechanism

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

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

3) Board Diversity

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

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

COMPLIANCE WITH SECRETARIAL STANDARDS

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

AUDITORS

Statutory Auditors

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

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

Qualifications in Auditors Report

With reference to auditors remark in audit report, we state as follows: -

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

Companys Indian subsidiary Aspire Communications P Ltd has initiated their business operations fully.

Secretarial Auditor

S. Dhanapal and Associates, Company Secretaries-in-Practice have been appointed as Secretarial Auditor for the financial year 2018-19. The Secretarial Audit Report in Form No. MR.3 issued by the Secretarial Auditor forms part of the Annual Report as Annexure I to the Boards report.

The Secretarial Auditor has qualified the report with respect to non-compliance of filing forms with Registrar and with the Stock Exchanges. The Board is taking steps to comply with the requirements which have arisen due to technical difficulties/ inadvertence.

Cost Audit

The Company is not required to conduct cost audit.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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

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

NAME OF DIRECTOR/KMP AMOUNT OF REMUNERATION PER ANNUM (Rs. In Lakhs) RATIO OF REMUNERATION TO MEDIAN REMUNERATION OF EMPLOYEES FOR THE FY % INCREASE IN REMUNERATION DURING THE FY
Mr.Vasudevan Nil Nil Nil
Mahalingam
Ms.Manimala Nil Nil Nil
Vasudevan
Mr.Vijayakumar 3,00,000 12 0.63
Madhavan

Percentage increase in the Median Remuneration of employees in the financial year

The median remuneration of employees for the financial year 31st March 2019 was arrived at Rs.25,000/- per month and the median remuneration of Employees for the previous financial year 31st March 2018 was arrived at Rs.11,645/- per month and accordingly, there was an increase of 114.68% in the median remuneration of employees in a financial year.

Number of permanent employees on the rolls of the Company as on 31.03.2019

The number of permanent employees on the rolls of the Company as of 31st March 2019 stood at 12 employees.

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

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

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

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

Mr.Vasudevan Mahalingam holds 49,36,673 equity shares as of 31st March 2019.

INTERNAL FINANCIAL CONTROLS

The term Internal Financial Controls has been defined as the policies and procedures adopted by the company to ensure orderly and efficient conduct of its business, including adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of reliable financial information. Your Company has adequate and robust Internal Control Systems, commensurate with the size, scale and complexity of its operations.

To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of Internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. The Audit Committee also conducts discussions about Internal Control Systems with the Internal and Statutory Auditors and the Management of the Company and satisfy themselves on the integrity of financial information and ensure that financial controls and systems of risk management are robust and defensible.

HUMAN RESOURCES

Employee Strength and Expansion

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

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

Talent Acquisition, Talent Development & Career Management

Calsofts talent acquisition & talent management practices are aligned to our strategy. We have leveraged

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

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

The Company has in place an Anti-Sexual Harassment Policy in line 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 Company has not received any complaint on sexual harassment during the financial year ended 31.03.2019.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the year there are no significant and/or material orders passed by the Regulators or Courts or

Tribunals impacting the going concern status and Companys operations in future.

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

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

EXTRACT OF ANNUAL RETURN

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

CORPORATE GOVERNANCE

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A report on Corporate Governance including Management Discussion and Analysis report under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 along with a certificate from M/s. N. Balasubramanian Associates, Chartered Accountants, confirming the compliance is annexed herewith marked as Annexure VI and forms part of this report.

CODE OF CONDUCT

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

EXTRACT OF ANNUAL RETURN

In terms of Section 134 of the Companies Act, 2013 read with Rules 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the financial year 2018-19 is provided in this report.

RELATED PARTY TRANSACTIONS

During the year under review, the company has not entered into any transaction of a material nature with its subsidiaries, promoters, Directors, the management, senior management personnel, their relatives, etc., that may have any potential conflict with the interest of the company. The company has obtained requisite declarations from all Directors and senior management personnel in this regard and the same were placed before the Board of Directors.

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Since the company is in the Information Technology Enabled Services (ITES), the provisions relating to conservation of energy and technology absorption are not applicable.

During this FY 2018-19, the company earned Rs. 145 lakhs as foreign exchange earnings.

DIRECTORS RESPONSIBILITY STATEMENT

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

Your Directors confirm the following that:

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

The directors had selected such accounting policies and 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 or loss of the company for that period;

The directors had taken proper and sufficient care 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;

The directors had prepared the annual accounts on a going concern basis.

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

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

GREEN INITIATIVES

From the FY 2016-17 onwards, Electronic copies of Annual Reports and Notice of the Annual General Meeting are sent to all members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report were sent.

ADDITIONAL INFORMATION TO SHAREHOLDERS

All important and pertinent investor information such as financial results, investor presentations, press releases, new launches and project updates are made available on the Companys website (www.calsoftgroup.com / www.calsof.com) on a regular basis.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of the Company are:

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

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

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

ACKNOWLEDGEMENT

We take this opportunity to thank our customers, shareholders, suppliers, bankers, business partners/ associates and Government and regulatory authorities in India and other countries of operation for their consistent support and encouragement to the Company and look forward to their continued support during the coming years. We place on record our appreciation for the valuable contribution made by the employees at all levels.

For and on behalf of the Board of Directors

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