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Directors Report of Ajel Ltd.

Mar 31, 2014

Dear members,

The Directors have pleasure in presenting the 20th Annual Report of the company on the business and operations of the company together with the Audited Accounts for the year ended 31st March 2014..

FINANCIAL RESULTS

The Standalone Financial Results of the Company for the financial year ended March 31, 2014, is summarized below.

PARTICULARS Standalone Consolidated 2014 2013 2014 2013

Income 93625912 91980309 457557107 588415572

Total Expenditure 86048698 76612160 476212205 554474815

Finance Cost 218337 187636 3898467 4507966

Depreciation 2416864 2277693 11712683 8926022

Expenditure W/off 0 0 0 0

Operating Profit/(Loss) 7577214 15368149 -18655098 33940757

Profit / (Loss) before tax 4942013 12902820 -34266248 20506769

Less: Taxes 1124936 5060575 1124936 5060575

Profit/(Loss) after tax 3817077 7842245 -35391184 15446194

EPS (equity shares, per value Rs.10 each) 0.36 0.73 -3.29 1.44

BUSINESS PERFORMANCE

The performance of your company during the year under report has shown stable over previous year. Your Company has been adopting a number of "continuous improvement" initiatives during the year.

DIVIDEND:

Keeping the company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

TRANSFER TO RESERVES

No profits are intended to be transferred to reserves during the year.

OUTLOOK

AJEL is a premier provider of full range of information technology services for the agile business. We combine strategic consulting, process innovation, custom and package software deployment, and application monitoring to rapidly deliver end-to-end business systems that create immediate bottom-line impact for our clients to achieve their business objectives.

Our Outsourcing Solution enables customers to gain efficiency in operations, minimize Costs, and keep to a strategy of staying lean, flexible and nimble. And best of all, we truly believe in collaborative partnership to provide longterm value to our clients.

DIRECTORS

Mr. Vijay Kumar Ravindra Nath was appointed as Additional Director w.e.f. 25th February, 2014 pursuant to Section 161 of the Companies Act, 2013. His term of office shall be liable to retire by rotation. In accordance with section 160 of the Companies Act, 2013, Mr. Vijay Kumar Ravindra Nath, vacates office at the ensuing Annual General Meeting and being eligible, offer himself for appointment.

In accordance with the provisions of Section l52 of the Companies Act, 2013, Mr. Jadda Amara Reddy and Ms. Vasantha Madasu retires by rotation and being eligible, has offered himself for re-appointment

The brief resume of the directors who are to be appointed/re-appointed the nature of their expertise in specific functional areas, names of companies in which they held directorships, committee memberships/chairmanships their shareholding etc., are furnished to the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors recommend their appointment/re-appointment atthe ensuing Annual General Meeting. SUBSIDIARY COMPANY

Your company has one wholly owned subsidiary namely Ajel Technologies India Private Limited in Hyderabad, and the subsidiary has its wholly owned subsidiary namely Ajel Technologies Inc, USA.

Pursuant to the provisions of Section 212 of the Companies Act, 1956 (Act), documents in respect of the various subsidiaries Viz., Director''s Report, Auditor''s Report, Balance Sheet and Profit and Loss Account, are required to be attached to the Balance Sheet of the holding company. However, in terms of the provisions of Section 212(8} of the Act, the Government of India, Ministry of Corporate Affairs, has vide Circular No. 2/2011 dated 8th February, 2011 granted exemption from the provisions of Section 212(1) of the Act. Accordingly, the Annual Report does not contain the financial statements of the subsidiaries of the Company. However, the Company will make available the audited annual accounts and related detailed information of the subsidiaries to the shareholders upon request in accordance with the applicable law. These documents are also available for inspection atthe Registered Office of the Company during business hours.

AUDITORS AND THEIR REPORT

The Statutory Auditors of the Company M/s. Boppudi & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letter to the effect that the re-appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Pursuant to Companies Act, 2013, your Company recommends the appointment of Statutory Auditors to hold office from the conclusion of the 20th Annual General Meeting till the conclusion of the 21st Annual General Meeting, subject to ratification atthe every Annual General Meeting of the Company.

The observation of the Auditors, together with the Notes to Accounts referred to in the Auditors'' Report, are self explanatory and do not call for any further explanation from the Directors.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 134(5} of the Companies Act, 2013 (erstwhile section 217(2AA) of the Companies Act, 1956) with respect to the Directors'' Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the Accounts for the period ended March 31,2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, as explained in earlier paragraph;

2. That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year under review;

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the accounts have been prepared on a ''going concern'' basis, for the period ended March 31,2014;

5. That the Company, had laid down internal financial controls and that such internal financial controls are adequate and were operating effectively.

PARTICULARS OF EMPLOYEES:

In pursuance of the provisions of section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules 1975, the Directors are to report that there are no employees who are in receipt of remuneration of Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month where employed for a part of the year.

PUBLIC DEPOSITS:

The Company has not accepted any fixed deposits as on 31st March, 2014 so as to attract the provisions of Section 58A and 58AA of the Companies Act, 1956 read with Companies (Acceptance of the Deposits)Rules, 1975 as amended from time to time.

NEW COMPANIES BILL 2013

The new Companies Bill is a landmark in the history of Corporate India. The bill is a step towards globalization and is an attempt to meet the changing environment and is progressive and futuristic duly envisaging the technological and legal developments. Your Company will transform its policies / provisions / etc., to be in conformity with the new Companies Bill.

INFORMATION UNDER SECTION 217 (11 (el OF THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS! RULES. 1988:

Conservation of Energy

Company''s operations require electrical energy for its use in air conditioning the premises, for power supply to computer systems and lighting which are not energy intensive. However, adequate measures have been taken to reduce energy consumption, wherever possible.

Technology absorption

Your company continues to use state-of-the-art technology for improving the productivity and quality of its products and services. To create adequate infrastructure, your Company continues to invest in the latest hardware and software.

To support its growth plans, the company continues to invest in global solutions that are configured consistently for its core business processes.

Research & Development

Your company will continue to focus and invest in its R & D activities in software engineering, technologies and products. Your company leverages its excellence in technology for producing World Class Products and solutions. The continual exposure to new technologies has helped maintain high motivation levels in employees and to generate higher levels of productivity, efficiency and quality. Your company continues to give due importance to research and development to maintain its leadership in the field of leading edge technologies.

Foreign Exchange Earnings & Outgo

Particulars FY2013-14 FY2013-14

Foreign Exchange Earnings: - Rs.11,900,000

Foreign Exchange Outgo : -

MANAGEMENT DISCUSSION AND ANALYSIS:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report

HUMAN RESOURCES

Your Company believes that Competent Human Resources are the driving force for any Organization that enables a company to grow in leaps and bounds. The Company has been able to create a favorable work environment that encourages continuous learning and thereby leading to innovation. With vibrant work atmosphere, your Company provides an opportunity to employees to work with New Technologies. Your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

Ajel has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on corporate governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of corporate governance as stipulated under the aforesaid Clause 49 is attached to the report on corporate governance.

STATEMENT PURSUANT TO LISTING AGREEMENT

The equity shares of the company are listed with the Bombay stock exchange (BSE) and Ahmedabad Stock Exchange (ASE). Your company has paid the respective Annual Listing Fees up-to-date.

ACKNOWLEDGMENTS:

Your Company is grateful to the customers and business partners for their support and encouragement especially in the time of slow economic growth. Your Board is appreciative of the passion, dedication and commitment demonstrated on the job by all the employees. Your Directors wish to place on record their gratitude to the Customers, Government, Financial Institutions, Banks and Shareholders for their continuing support, guidance, and assistance over the years.

For and on behalf of Board of Directors Place: Mumbai Sd/- Date: 29.05.2014 Srinivasa Reddy Arikatla Chairman & Managing Director


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the Nineteenth Annual Report of the company on the Business and Operations of the Company, together with the Audited Accounts forthe year ended 31st March 2013.

FINANCIAL RESULTS

The Standalone Financial Results of the Company for the financial year ended March 31, 2013, is summarized below.

PARTICULARS (Rs. In Lacs)

2012-2013 2011-2012

Gross Turnover 910.60 642.43

Other Income 9.20 13.81

Total Income 919.80 656.24

Total Expenditure 766.12 521.87

Profit Before Interest, Depreciation & Tax 153.69 38.14

Profit before Taxes 129.03 21.16

Tax Expenses 50.61 9.53

Profit After Tax 78.42 11.33

REVIEW OF PERFORMANCE

Members will notice that the revenue from Operations climbed by 41.74% to Rs 910.60 Lacs from Rs. 642.43 Lacs of previous year. The Total Income also increased to Rs 919.80 Lacs from Rs. 656.24 Lacs of Previous year.

The Profit after Tax, for the year under review, increased to Rs.78.42 Lacs as against Rs. 11.33 Lacs of Previous Year.

The Company has identified new avenues for growth and is focusing its energies to develop business. The Company is continuously striving to improve efficiency and deliver excellence in project execution. The huge increase in turnover, is a testimony to the strength of your Company''s technical competence and execution capabilities.

DIVIDEND:

Keeping the company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend forthe year.

TRANSFER TO RESEVES:

No profits are intended to be transfered to reserves during the year.

SHARE CAPITAL

The authorised share capital of the company as on March 31, 2013 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 31,2013 is Rs. 10,75,00,000/- divided into 1,07,50,000 Equity shares of Rs. 10 (Rupees Ten) each

DIRECTORS

Re-Appointment:

Approval of the shareholders is being sought for the Re-appointment of Mr Darshan Dhrupadalal Majmudar and Mr. Mahender Reddy Musuku, Directors of the Company, who retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment in accordance with the provisions of the Companies Act, 1956 and pursuant to Articles of Association of the Company. Profile of Directors who are retiring and offers re-appointment at this Annual General Meeting is furnished in the Corporate Governance Report.

Resignations:

(i) Mr Bharat Champaklal Sutaria, Chairman has resigned from his office at the Board meeting held

on 29th August 2012 (ii) Mr. Arikatla Venkateswarlu, Director has resigned from his office at the Board meeting held on

29th August 2012 The Board placed on record its sincere appreciation forthe services rendered by Mr Bharat Champaklal Sutaria and Mr. Arikatla Venkateswarlu during theirtenure as directors of the company. Change in designations:

Mr. Srinivasa Reddy Arikatla was appointed as Chairman of the Com any and was re-designated as Chairman and Managing Director at the Board meeting held on 29th August 2012.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217 (2AA) OF THE COMPANIES ACT, 1956.

In pursuance of Section 217(2AA) of the Companies Amendment Act, 1956 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on the going concern basis.

CORPORATE GOVERNANCE

Ajel has always been devoted to adopting and adhering to the best corporate governance practices recognized globally. The company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large, and strives hard to serve their interest, resulting in creation of value and wealth for all stakeholders.

The Compliance Report on Corporate Governance and a Certificate from Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of Listing Agreement is annexed separately to this Annual report.

Certificate of the CEO/CFO, inter alia confirming the correctness of the financial statement, compliance with

Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management''s Discussion and Analysis forms part of the Annual Report.

SUBSIDIARIES

We have one wholly owned subsidiary namely Ajel Technologies India Private Limited at Hyderabad, and said subsidiary company has its wholly owned subsidiary namely Ajel Technologies Inc, USA which is a step down subsidiary of our company.

Pursuant to section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8,2012, has granted General Exemption from attaching Balance Sheet, Profit and Loss Account and other Documents of the Subsidiary Companies with the Annual report of the parent Company. Accordingly the company has availed an exemption from attaching the Balance Sheet, Profit and Loss Account and other Documents of the Subsidiary Companies.

A statement containing brief particulars of the subsidiaries for the Financial Year ended 31.03.2013 is annexed. The annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the registered office of the holding company and of the subsidiary companies concerned.

BRANCHES

The Company has three branches at HYDERABAD, MUMBAI and NEW JERSEY - USA which are fully equipped and operating actively.

CONSOLIDATED FINANCIAL STATEMENTS

In compliance with Clause 32 of the Listing Agreement entered into with the Stock Exchanges by the Company and in compliance with the Accounting Standards AS -21 and AS - 27 on consolidated financial statements, read with the Accounting Standard AS - 23 on Accounting for investments in Associates, your Directors have pleasure in attaching the consolidated financial statements for the financial year ended March 31, 2013, which from a part of this Annual Report.

AUDITORS

The auditors M/s . Boppudi & Associates., Chartered Accountants, retire at the ensuing Annual General Meeting and have expressed their willingness for re-appointment.

The Board recommends the re-appointment of M/s. Boppudi & Associates, Chartered Accountants, as Statutory Auditors of the Company. The Board has received their offer in writing about their willingness for appointment as Statutory Auditors of the Company along with Certificate under Section 224(1B) of the Companies Act, 1956.

The Board of Directors and the Committees thereof recommend their re-appointment. Appropriate resolutions form part of the Agenda of the Annual General Meeting

PUBLIC DEPOSITS

We have not accepted any deposits from Public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

ISO 9001:2008

Your Company continues to maintain its Certification as per International Standards ISO 9001:2008 Quality Management System and your Company isfully committed to continually improve upon the implemented QMS

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and any amendments thereof, no employees are drawing remuneration in excess of the prescribed limits.

INFORMATION UNDER SECTION 217 (1) (e) OF THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

CONSERVATION OF ENERGY

Your Company consumes electricity mainly for the operation of its computers. Though the consumption of electricity is negligible as compared to the turnover of the company, your company has taken effective steps at every stage to reduce consumption of electricity.

TECHNOLOGY ABSORPTION

This is not applicable to your company as it has not purchased or acquired any Technology for development of software from any outside party.

RESEARCH & DEVELOPMENT

Research & Development (R&D) center set-up in Hyderabad has been concentrating in developing services process / system to improve the quality of the service at minimal cost. R&D enhancements, innovative process and systems bring additional value to all our customers. R&D continually concentrate to improve services and processes using the effective quality management system and testing methodology, by implementing changes required to maintain the quality standard.

FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings : Rs. 11,900,000/-

Foreign Exchange Outgo : NIL

HUMAN RESOURCES MANAGEMENT

Our employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. With vibrant work atmosphere, your Company provides an opportunity to employees to work with New Technologies. Your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

Ajel has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

STATEMENT PURSUANTTO LISTING AGREEMENT

The equity shares of the company are listed with the Bombay Stock Exchange Limited (BSE) and Ahmedabad Stock Exchange (ASE) Limited.

ACKNOWLEDGMENTS:

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of Board of Directors

Place: Hyderabad Sd/- Sd/-

Date: 17.06.2013 Vijay Sanatbhai Chokshi Srinivasa Reddy Arikatla

WholeTime Director Chairman & Managing Director


Mar 31, 2012

The Directors have pleasure in presenting the Eighteenth Annual Report of the company on the Business and Operations of the Company, together with the Audited Accounts for the year ended 31st March 2012.

FINANCIAL RESULTS

The Standalone Financial Results of the Company for the financial year ended March 31, 2012, is summarized below.

PARTICULARS (Rs. In Lacs)

2011-2012 2010-2011

Gross Turnover 642.43 407.01

Other Income 13.81 11.81

Total Income 656.24 418.82

Total Expenditure 521.87 208.85

Profit Before Interest, Depreciation & Tax 38.14 130.71

Profit before Taxes 21.16 112.48

Tax Expenses 9.83 11.95

Profit After Tax 11.33 100.52

REVIEW OF PERFORMANCE

Members will notice that the revenue from Operations climbed by 57.84% to Rs. 642.43 Lacs from Rs.407.01 Lacs of previous year. The Total Income also increased to Rs.656.24 Lacs from Rs.418.82 Lacs of Previous Year.

The Profit after Tax, for the year under review, decreased to Rs. 11.33 Lacs as against Rs.112.48 Lacs of Previous Year, due to huge expenditure incurred on account of Employee Benefits and Administration Expenses.

The company has identified new avenues for growth and is focusing its energies to develop business. The company is continuously striving to improve efficiency and deliver excellence in project execution. The huge increase in turnover, is a testimony to the strength of your company's technical competence and execution capabilities.

DIVIDEND:

Keeping the company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

TRANSFER TO RESEVES:

No profits are intended to be transfered to reserves during the year.

DIRECTORS

Approval of the shareholders is being sought for re-appointment of Mr. Bharath Champaklal Sutaria and Mr. Vijay Sanatbhai Choskhi, who retire by rotation at forth coming Annual General Meeting of the company and being eligible, offer themselves for re-appointment in accordance with article 104 of the Articles of Association and Companies Act, 1956.

Ms. Vasantha Madasu was inducted as Additional Director on the Board during the year under review as per provisions of section 260 of the Companies Act, 1956, she holds office only upto the date of this Annual General Meeting of the Company. Approval of the shareholders is being sought for her appointment as director, liable to retire by rotation, at the ensuing Annual General Meeting of the Company under Section 257 of the Companies Act, 1956.

The brief resume of the Directors who are to be appointed/re-appointed are furnished to the Explanatory Statement to the notice of the ensuing Annual General Meeting as Annexure A.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT. 1956.

In pursuance of Section 217(2AA) of the Companies Act, 1956, your Directors confirm:

1. that the Directors in the preparation of the Annual Accounts the applicable Accounting standards have been followed along with proper explanations relating to material departures.

2. that the Directors have selected such Accounting Policies and applied them consistently and made judgements 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.

3. that the Directors have taken proper and sufficient care 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 deleting fraud and other irregularities.

4. that the Directors had prepared the Annual Accounts on the ongoing concern basis.

CORPORATE GOVERNANCE

Ajel Limited has always been devoted to adopting and adhering to the best Corporate Governance practices recognized globally. The Company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large, and strives hard to serve their interest, resulting in creation of value and wealth for all stakeholders.

The Compliance report on Corporate Governance and Certificate from Auditor of the Company Regarding Compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement is Annexed separately to this Annual Report.

Certificate of the CEO/CFO, inter alia confirming the correctness of the financial statement, compliance with Company's Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis forms part of the Annual Report.

SUBSIDIARIES

We have two subsidiary companies namely Ajel Technologies India Private Limited in Hyderabad, and Ajel Technologies lnc, USA.

Pursuant to section 212(8) of the Act, the Ministry of Corporate Affairs vide its circular dated February 8, 2012, has granted General Exemption from attaching Balance Sheet, Profit and Loss Account and other Documents of the Subsidiary Companies with the Annual report of the parent Company. Accordingly the company has availed an exemption from attaching the Balance Sheet, Profit and Loss Account and other Documents of the Subsidiary Companies.

A statement containing brief particulars of the subsidiaries for the Financial Year ended 31.03.2012 is annexed. The annual accounts of the subsidiary companies shall also be kept for inspection during business hours at our registered office of the company.

AUDITORS

The auditors M/s K N Murthy & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and have expressed their unwillingness to be re-appointed.

The Board recommends appointment of M/s Boppudi & Associates, Chartered Accountants, as Statutory Auditors of the Company. The Board has received in writing their willingness for appointment as Statutory Auditors of the Company along with Certificate under Section 224(1B) of the Companies Act, 1956.

The Board of Directors and the Committees thereof recommend their re-appointment. Appropriate resolutions form part of the Agenda of the Annual General Meeting.

PUBLIC DEPOSITS

We have not accepted any deposits from Public and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

ISO 9001:2008

Your Company continues to maintain its Certification as per International Standards ISO 9001:2008 Quality Management System and your Company is fully committed to continually improve upon the implemented QMS

HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. With vibrant work atmosphere, your Company provide an opportunity to employees to work with New Technologies. Your Company has put in place a Scalbele Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

Ajel Limited has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being between the Company and the committed employees.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 and any amendments thereof, no employees are drawing remuneration in excess of the prescribed limits.

INFORMATION UNDER SECTION 217( 1)(e) OFTHE COMPANIES ACT. 1956REAPWITH (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988:

CONSERVATION OF ENERGY

Your company consumes electricity mainly for the operation of its computers. Though the consumption of electricity is negligible as compared to the turnover of the company, your company has taken effective steps at every stage to reduce consumption of electricity.

TECHNOLOGY ABSORPTION

This is not applicable to your company as it has not purchased or acquired any Technology for development of software from any outside party.

RESEARCH & DEVELOPMENT

Research & Development ( R&D) center set-up in Hyderabad has been concentrating in developing products and production process/system to improve the quality of the product at minimal cost. R & D enhancements, innovative process and production technology bring additional value to all customers. R & D continually concentrate to improve products, service and processes using the effective quality management system and testing methodology, by implementing changes required to maintain the quality standard.

FOREIGN EXCHANGE EARNINGS & OUTGO

Foreign Exchange Earnings : Rs. 5,07,48,915/-

Foreign Exchange Outgo : Rs. 9,94,651/-

STATEMEIMTPURSUANTTOLISTING AGREEMENT

The equity shares of the company are listed with the Bombay Stock Exchange Limited (BSE) and Ahmedabad Stock Exchange Limited (ASE).

ACKNOWLEDGMENTS:

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.

By order of the Board of Directors

Place: Mumbai Sd/- Sd/-

Date: 03.08.2012 Vijay Sanatbhai Chokshi Srinivasa Reddy Arikatla

Whole Time Director Vice Chairman & Managing Director


Mar 31, 2011

The Members,

The Directors have pleasure in presenting the 17th Annual Report of the company on the business and operations of the company together with the Audited Accounts for the year ended 31st March 2011

FINANCIAL RESULTS

Consolidated Standalone

For the year ended 31 March 2011 2010 2011 2010

Income 70,51,12,142 48,11,06,807 4,18,81,586 1,28,02,458

Total Expenditure 65,58,19,321 45,27,30,486 2,88,10,693 1,72,07,748

Finance Cost 44,42,364 26,70,252 14,47,494 2,47,493

Depreciation 11,99,847 10,87,847 2,35,163 2,05,368

Expenditure W/off 1,50,901 1,50,901 1,40,400 1,40,400

Profit / (Loss) before tax 4,34,99,710 2,44,67,321 1,12,47,836 (49,98,551)

Less: Taxes 1,58,25,761 1,41,17,977 11,95,792 -

Profit / (Loss) after tax 2,76,73,949 1,03,49,344 1,00,52,044 (49,98,551)

EPS (equity shares, par value 2.73 1.02 0.99 (0.49) Rs.10 each)

BUSINESS PERFORMANCE:

The performance of your company during the year under report has shown significant improvement over previous year, the total consolidated turnover for the year ended 31st March, 2011 amounted to Rs. 70,51,12,142/- as against Rs. 48,11,06,807/- in the previous year. Your Company has been successful in adopting a number of "continuous improvement" initiatives during the year, which has helped in controlling costs and hence resulting good profits for the year wiping out the complete previous years losses and getting into positive Net worth after a long time on a consolidated basis as per Indian GAAP Accounting.

DIVIDEND:

Keeping the Company's expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

RESERVES & SURPLUS

During the year under review the Company has transferred Rs. 2,76,73,949/- to Reserves and Surplus.

OUTLOOK

AJEL is a premier provider of full range of information technology services for the agile business. We combine strategic consulting, process innovation, custom and package software deployment, and application monitoring to rapidly deliver end-to-end business systems that create immediate bottom- line impact for our clients to achieve their business objectives.

Our Outsourcing Solution enables customers to gain efficiency in operations, minimize Costs, and keep to a strategy of staying lean, flexible and nimble. And best of all, we truly believe in collaborative partnership to provide long-term value to our clients.

We are increasing our focus on key growth areas namely Banking & Financial Services (BFSI), Healthcare, Media & Entertainment, Information Management, Mobility Solutions and Professional Services. We have a strong focus on the domestic market in India for localized software products and eGovernance initiatives at the gram panchayat levels. We believe this diversified approach will allow us to create long-term value for our shareholders.

Harnessing the pooled computing resources delivered over the Internet, Ajel Cloud Computing Services provides an agile cloud infrastructure designed to provide rapid access to security-rich, enterprise-class virtual server environments, well suited for development and test activities and other dynamic workloads. Depending on the platform, an application can scale dynamically and increase its share of resources on-the-fly to meet increasing traffic demands or huge traffic spikes. And on other hand Technology Services, Enterprise Solutions, Mobility Solutions etc

Ajel has partnered with Futura Retail Solution AG, a leading retail merchandise management solution provider for the fashion and lifestyle industry in Germany and Europe to market, deploy, and support the solution for the Indian market. It offers FuturERS, an integrated retail management system that serves various areas of a company through which an item passes, such as order planning, moves on, goods received, checking of supplier invoices, allocating the goods to the branches, PC POS or touch POS, customer order, replenishment, inter branch transfer, integrated financial accounting, statistical analyses, and automated data exchange with the branches.

Futura Retail Solution AG was founded in 1975 and is based in Stelle, Germany with an additional office in Horgen, Switzerland. Futura is specifically developed for multi site specialty retailers, in over 30 countries worldwide. Futura was launched in 1992 as one of the first fully integrated retail management systems. There are currently more than 35,000 FuturERS installations worldwide running our enterprise retail software.

Today, FuturERS is one of the most affordable, proven and reliable solutions available. Despite being so simple to use, it can analyze profits and fine tune promotional activity, yet be rapidly deployed to meet the most demanding timescales.

However, during the current financial year the company will continue to focus on acquisitions to achieve the growth in business in view of global economic slow down and more so in US. US Economy is on recovery path and we do hope to have a marginal organic growth in the current fiscal which we wish to grow significantly in the in-organic growth through acquisitions. The Company proposes to pass an enabling resolution to raise the funds for the said acquisitions.

DIRECTORS:

As per Section 255 of Companies Act , 1956 and in terms of Article 104 of the Articles of Association of the Company Mr. Jadda Amara Reddy and Mr. Venkateswarlu Arikatla retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment in terms of Article 105 of the Articles of Association of the company.

The brief resume of the directors who are to be appointed/re-appointed the nature of their expertise in specific functional areas, names of companies in which they held directorships, committee memberships/chairmanships their shareholding etc., are furnished to the explanatory statement to the notice of the ensuing Annual General Meeting.

SUBSIDIARY COMPANY

Your company has one wholly owned subsidiary namely Ajel Technologies India Private Limited in Hyderabad, and the subsidiary has its wholly owned subsidiary namely Ajel Technologies Inc, USA. The Director's report including balance sheet and profit & loss account for the year ended 31st march, 2011 of the subsidiary companies have been attached to this report.

ISO 9001: 2008

Your Company continues to maintain its Certification as per International Standards ISO 9001:2008 Quality Management System and your Company is fully committed to continually improve upon the implemented QMS

CHANGE OF NAME OF THE COMPANY

During the year the Name of the company has been changed to Ajel Limited. The Members of the Company accorded their consent in the 16th Annual General Meeting.

BRANCH OFFICES

During the year your company has opened a branch in Bangalore, India and NJ, USA.

AUDITORS AND THEIR REPORT

The Statutory Auditors of the company M/s. KN Murthy & Co., Chartered Accountants, Hyderabad, who will retire at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment as statutory auditor for the financial year 2011-12. They have furnished a certificate to the effect that their proposed re-reappointment, if made, would be within the limit prescribed under section 224(1B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The observation of the Auditors, together with the Notes to Accounts referred to in the Auditors' Report, are self explanatory and do not call for any further explanation from the Directors.

DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on the going concern basis.

PARTICULARS OF EMPLOYEES:

No employee was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules framed there under, as amended to date.

PUBLIC DEPOSITS:

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules 1975 during the year.

INFORMATION UNDER SECTION 217 (1) (e) OF THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988:

Conservation of Energy

Your Company consumes electricity mainly for the operation of its computers. Though the consumption of electricity is negligible as compared to the turnover of the company, your company has taken effective steps at every stage to reduce consumption of electricity.

Technology absorption

This is not applicable to your company as it has not purchased or acquired any Technology for development of software from any outside party.

Research & Development

Research & Development (R&D) center set-up in Hyderabad has been concentrating in developing products and production process/ system to improve the quality of the product at minimal cost. R&D enhancements, innovative process and production technology bring additional value to all our customers. R&D continually concentrate to improve products, service and processes using the effective quality management system and testing methodology, by implementing changes required to maintain the quality standard.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report

HUMAN RESOURCES

Your Company believes that Competent Human Resources are the driving force for any Organization that enables a company to grow in leaps and bounds. The Company has been able to create a favorable work environment that encourages continuous learning and thereby leading to innovation. With vibrant work atmosphere, your Company provides an opportunity to employees to work with New Technologies. Your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

Ajel has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

CORPORATE GOVERNANCE:

Ajel has always been devoted to adopting and adhering to the best corporate governance practices recognized globally. The company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large, and strives hard to serve their interest, resulting in creation of value and wealth for all stakeholders.

The Compliance Report on Corporate Governance and a Certificate from Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of Listing Agreement is annexed separately to this Annual report.

Certificate of the CEO/CFO, inter alia confirming the correctness of the financial statement, compliance with Company's Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement.

STATEMENT PURSUANT TO LISTING AGREEMENT

The equity shares of the company are listed with the Bombay stock exchange (BSE) and Ahmedabad Stock Exchange Limited. Your company has paid the respective Annual Listing Fees up-to-date. The company has provided corporate Governance Report and cash flow statement in this Annual report and other required details.

ACKNOWLEDGEMENT:

Your Directors place on record their gratitude to the Central Government, State Governments and company's Banker for the assistance, co-operation and encouragement they extended to the company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Dealers, Business Associates and Employees in ensuing an excellent all around operational performance.

For and on Behalf of Directors Place: Hyderabad Date: 11-08-2011

Sd/- Sd/-

VIJAY S CHOKSHI SRINIVASA REDDY ARIKATLA

Whole Time Director Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report of the company on the business and operations of the company together with the Audited Accounts for the year ended 31st March 2010

FINANCIAL RESULTS

Standalone

For the year ended 31 March 2010 2009

Income 1,28,02,458 36,51,157

Total Expenditure 1,72,07,748 16,50,598

Finance Cost 2,47,493 -

Depreciation 2,05,368 2,05,368

Expenditure W/off 1,40,400 1,05,300

Operating Profit/(Loss) (44,05,290) 20,00,559

Profit / (Loss) before tax (49,98,551) 16,89,891

Less:Taxes - 6,200

Profit /(Loss) after tax (49,98,551) 16,83,691

EPS (equity shares, par value Rs.10 each) (0.49) 0.17

For the year ended 31 March Consolidated

2010 2009

Income 48,11,06,807 42,67,43,156

Total Expenditure 45,27,30,486 40,11,52,004

Finance Cost 26,70,252 32,02,197

Depreciation 10,87,847 9,59,232

Expenditure W/off 1,50,901 1,15,801

Operating Profit /(Loss) 2,83,76,321 2,55,91,152

Profit / (Loss) before tax 2,44,67,321 2,13,13,922

Less:Taxes 1,41,17,977 50,296

Profit / (Loss) after tax 1,03,49,344 2,12,63,626

EPS (equity shares, par value Rs.1 0 each) 1.02 2.10

BUSINESS PERFORMANCE:

The performance of your company during the year under report has shown significant improvement over previous year, the total consolidated turnover for the year ended 31 st March, 2010 amounted to Rs.48,11,06,807 as against Rs.42,67,43,156 in the previous year. Your Company has been successful in adopting a number of "continuous improvement" initiatives during the year, which has helped in controlling costs and hence resulting good profits for the year wiping out the complete previous years losses and getting into positive Net worth after a long time on a consolidated basis as per Indian GAAP Accounting.

DIVIDEND:

Evaluating the company on finanacial fronts. Your directors are of the view the financial resource needs to be diverted and utilised for

the purpose of undertaking various expansion and growth activities.

Thus to conserve the financial reserves of the company your directors have decided not to recommend dividend for the year under

review.

RESERVES & SURPLUS

During the year under review the Company has transferred Rs.1,03,49,344/- to Reserves and Surplus.

OUTLOOK

AJEL is a premier provider of full range of information technology services for the agile business. We combine strategic consulting, process innovation, custom and package software deployment, and application monitoring to rapidly deliver end-to-end business systems that create immediate bottom-line impact for our clients to achieve their business objectives.

Our Outsourcing Solution enables customers to gain efficiency in operations, minimize Costs, and to keep a strategy of staying lean, flexible and nimble. And best of all, we truly believe in collaborative partnership to provide long-term value to our clients.

We are increasing our focus on key growth areas namely Banking & Financial Services (BFSI), Healthcare, Media & Entertainment, Information Management, Mobility Solutions and Professional Services. We have a strong focus on the domestic market in India for localized software products and eGovernance initiatives at the gram panchayat levels. We believe this diversified approach will allow us to create long-term value for our shareholders. In order to strengthen the Healthcare vertical, Ajel has recently initiated steps to acquire RTEngines Software Private Limited.

Ajel is looking to increase revenue through strengthning customer relationship. Your company is the technology partner and provided necessary software and support for the development of the portal called efreshindia.com and given the linkage to the international portal efresh.com and your company has agreed to give support service to a portal, with which your company generates 6% revenue from the portal.

However, during the current financial year the company will continue to focus on acquisitions to achieve the growth in business in view of global economic slow down and more so in US. US Economy is on recovery path and we do hope to have a marginal organic growth in the current fiscal which we wish to grow significantly in the in-organic growth through acquisitions.The Company proposes to pass an enabling resolution to raise the funds for the said acquisitions.

DIRECTORS

During the year Mr.Mahender R. Musuku was appointed as Additional Director of the company on 07th July, 2010. He shall hold office upto the date of the ensuing Annual General Meeting of the company and being eligible, offer himself for appointment. Respective resolutions for the appointment of said person as Director of the Company are proposed for your approval.

As per Section 256 of Companies Act, 1956 and in terms of Article 104 of the Articles of Association of the Company Mrs. Malathy Bhimavarapu and Mr.Darshan D Majmudar retire by rotation at the ensuing Annual General Meeting and being eligible, offers themselves for reappointment in terms of Article 105 of the Articles of Association of the company.

The brief resume of the directors who are to be appointed/re-appointed the nature of their expertise in specific functional areas, names of companies in which they held directorships, committee memberships/chairmanships their shareholding etc., are furnished to the explanatory statement to the notice of the ensuing Annual General Meeting.

Your Directors recommend their appointment / re-appointment at the ensuing Annual General Meeting.

SUBSIDIARY COMPANY

Your company has one wholly owned subsidiary namely Ajel Technologies India Private Limited in Hyderabad, and the subsidiary has its wholly owned subsidiary namely Ajel Technologies Inc, USA. The Directors report including balance sheet and profit & loss account for the year ended 31st March, 2010 of the subsidiary companies have been attached to this report.

AMALGAMATION

Your companys Board of Directors met and approved on July 22,2010 the scheme of amalgamation of RT Engines Software Private Limited, Mumbai with Ajel Infotech Limited under Section 391 -394 of the Companies Act, 1956.The Board of Directors also accepted the valuation report submitted by M/s. Mark Corporate Advisors Private Limited, appointed for the purpose of recommending the share exchange ratio.

The benefits of the proposed Scheme of Amalgamation and Arrangement are:

* Mobilizing greater resources that would enable the company to participate in upcoming projects.

* Unlock value in operating assets

* Best positioned to make decisions on efficient utilization of resources (i.e. devolopment locations, product location decisions, R&D investments, etc) without any conflict of interests

* Synergies to be derived from dove tailing of operations, sourcing etc

The scheme envisages an exchange ratio of 7 (Seven) equity shares of Ajel Infotech Limited for every 2 (Two) equity shares of RTEngines Software Private Limited. The proposed Scheme is subject to the requisite approval of the shareholders / creditors of the Company, the shareholders / creditors of the transferor Companies, other statutory authorities in the respective jurisdictions and subject to the sanction / confirmation by Honorable High Court of Judicature at Bombay and any other appropriate authority.

AUDITORS AND THEIR REPORT

The Statutory Auditors of the company M/s. KN Murthy & Co., Chartered Accountants, Hyderabad, retire in the ensuing Annual General Meeting being offer themselves for re-appointment as statutory auditor for the financial year 2010-11.

A certificate has also been furnished a to the effect that their proposed re-reappointment, if made, would be within the limit prescribed under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for such re-appointment within the meaning of Section 226 of the Companies Act, 1956.

The observation of the Auditors, together with the Notes to Accounts referred to in the Auditors Report, are self explanatory and do not call for any further explanation from the Directors.

DIRECTORS RESPONSIBILITY STATEMENT

In pursuance of Section 217{2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on the going concern basis.

PARTICULARS OF EMPLOYEES

No employee was in receipt of remuneration exceeding the limits prescribed under section 217(2A) of the Companies Act, 1956 and the rules framed there under, as amended to date.

PUBLIC DEPOSITS

Your company has not accepted any deposits falling under Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules 1975 during the year.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

Conservation of Energy

Your Company consumes electricity mainly for the operation of its computers. Though the consumption of electricity is negligible as compared to the turnover of the company, your company has taken effective steps at every stage to reduce consumption of electricity.

Technology absorption

This is not applicable to your company as it has not purchased or acquired any Technology for development of software from any outside party.

Research & Development

Research & Development (R&D) center set-up in Hyderabad has been concentrating in developing products and production process/ system to improve the quality of the product at minimal cost. R&D enhancements, innovative process and production technology bring additional value to all our customers. R&D continually concentrate to improve products, service and processes using the effective quality management system and testing methodology, by implementing changes required to maintain the quality standard.

Foreign Exchange Earnings & Outgo

Foreign Exchange Earnings : Nil

Foreign Exchange Outgo : Nil

MANAGEMENT DISCUSSION AND ANALYSIS

Managements Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report

HUMAN RESOURCES

Your Company believes that Competent Human Resources are the driving force for any Organization that enables a company to grow in leaps and bounds. The Company has been able to create a favorable work environment that encourages continuous learning and thereby leading to innovation. With vibrant work atmosphere,your Company provides an opportunity to employees to work with New Technologies. Your Company has put in place a Scalable Recruitment and Human Resources Plan, devised to attract and retain high caliber personnel.

Ajel has been fortunate in having a set of committed employees at all levels and looks forward to nurture them and retain their loyalty. The Company recognized the value of the committed workers and efforts are being made to enhance the bonding between the Company and the committed employees.

CORPORATE GOVERNANCE

Ajel has always been devoted to adopting and adhering to the best corporate governance practices recognized globally. The company understands and respects its fiduciary role and responsibility towards stakeholders and the society at large, and strives hard to serve their interest, resulting in creation of value and wealth for all stakeholders.

The Compliance Report on Corporate Governance and a Certificate from Auditor of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of Listing Agreement is annexed separately to this Annual report.

Certificate of the CEO/CFO, inter alia confirming the correctness of the financial statement, compliance with Companys Code of Conduct, adequacy of the internal control measures and reporting of matters to the Audit Committee in terms of Clause 49 of the Listing Agreement.

STATEMENT PURSUANT TO LISTING AGREEMENT

The equity shares of the company are listed with the Bombay stock exchange (BSE).Your company has paid the respective Annual Listing Fees up-to-date. The company has provided corporate Governance Report and cash flow statement in this Annual report and other required details.

ACKNOLEDGMENTS

Your Directors place on record their gratitude to the Central Government, State Governments and companys Banker for the assistance, co-operation and encouragement they extended to the company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of Investors, Dealers, Business Associates and Employees in ensuing an excellent all around operational performance.

For and on Behalf of AJEL INFOTECH LIMITED

Sd/- Sd/-

Place: Hyderabad MALATHY BHIMAVARAPU SRINIVASA REDDY ARIKATLA Date: 28-08-2010 Director Managing Director







 
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