Directors Report of Allied Computers International (Asia) Ltd.

Mar 31, 2015

Dear Members,

Your Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015.

Financial Results

The financial performance of your Company for the year ended March 31, 2015 is summarized below:

(Rs Lacs)

Particulars 2014-2015 2013-2014

Sales 64.59 60.43

Other Income 12.74 9.32

Total Income 77.33 69.75

Total Expenses 67.93 61.59

Profit/(Loss)Before Tax 9.41 8.16

Tax - -

Current Tax - 2.50

Deferred Tax - -

Net Profit After Tax 9.41 5.66

The Company has achieved modest profit of Rs. 9.41 lacs (previous year profit was Rs. 5.66), due to cost control exercise & better product mix.

Future Outlook

The Company main activities is manufacturing of Notebook & servicing of all brands of computers, laptop, tab, etc.

Dividend

The Board of Directors does not recommend any Dividend for the year under review.

Subsidiaries, Joint Ventures and Associates Companies

The Company does not have any subsidiaries, joint venture & associates Company.

Acceptance of Fixed Deposits

The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review.

Consolidated Financial Statement

The audited consolidated financial statement of the Company prepared in accordance with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants of India forms part of this Annual Report. The Compliance Officer will make these documents available upon receipt of a request from any member of the Company interested in obtaining the same. These documents will also be available for inspection at the Registered Office of your Company during working hours up to the date of the Annual General Meeting.

Other Corporate Information

The Registered Office of the Company was shifted to the present premises in Andheri (west), Mumbai on 21st January, 2015. The face value of the equity shares of the Company was split from Rs. 10/- to Re. 1/- during August, 2014.

Particulars Of Contract Or Arrangement With Related Party

There is no transaction with Related Party which requires disclosure under Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014. The policy on materiality of related party transactions and also on dealing with related party transactions as approved by the Board may be accessed on the Company website.

Loans, Investment And Guarantees By The Company

There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement.

Internal Financial Controls

The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observations has been received from the Auditor of the Company for inefficiency or inadequacy of such controls.

Disclosures under Section 134(3)(I) of the Companies Act, 2013

No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report.

Number Of Meeting Of Board Of Directors

The Board of Directors have met 8 times and Independent Directors once during the year ended 31st March, 2015 in accordance with the provisions of the Companies Act, 2013 and rules made there under. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

Directors

Mr. Mohit Tyagi, Director of the Company have resigned on 19th December, 2014 on account of his pre-occupation. The Board of Directors of the Company places on record the valuable contribution given to the Company during their tenure.

The Company has formulated a policy on director appointment & remuneration including criteria for determining qualifications, positive attributes independence of director & other matters as provided under section 178(3) of the Companies Act, 2013 & such policy is annexed with the Director Report. The details of familiarization programme for Independent Directors have been disclosed on website of the Company. Pursuant to the provisions of the Companies act 2013 and Clause 49 of the Listing Agreement evaluation of every Directors performance was done by the Nomination and Remuneration Committee. The performance evaluation of the Non - Independent Directors and the Board as a whole, committees thereof and the chair person of the company was carried out by the Independent Directors. Evaluation of the Independent Directors was carried out by the entire Board of Directors, excluding the Directors being evaluated. A structured questionnaire was prepared after circulating the draft norms, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the directors to discharge their duties, Corporate Governance practices etc. The Directors expressed their satisfaction with the evaluation process. The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B. Policy on appointment of Directors and Senior Management (Annexure 1) Policy on Remuneration to Directors' (Annexure 2A) Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B).

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act 2013. As per Section 149 of the Companies Act, 2013, an independent director shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re- appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the independent directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company.

As per Revised Clause 49 of the Listing Agreement (applicable from October 1, 2014), any person who has already served as independent director for five years or more in a company as on October 1, 2014 shall be eligible for appointment, on completion of the present term, for one more term of up to 5 (five) years only.

Auditors

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Chirag C. Mehta& Co, Chartered Accountants, is eligible to hold the office for a period of five years up to 2019. However their appointment as Statutory Auditors of the Company is subject to ratification by the Members at every AGM. The Company has received a certificate from the Auditor that, he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Necessary Resolution for ratification of appointment of said Auditor is included in the Notice of AGM for seeking approvals of the Members.

Auditors Report

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

Directors Responsibility Statement

In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have 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 and loss of the Company for the year ended 31st March, 2015.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi. That there no contracts or arrangement with related parties referred to in sub- section (1) of section 188.

Annual Evaluation By The Board Of Its Own Performance, Its Committees And Individual Directors

The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company.

Details Of Committee Of Directors

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report. The recommendation by the Audit Committee as and when made to Board has been accepted by it.

Risk Management

During the year, Management of the Company, evaluated the existing Risk Management Policy of the Company to make it more focused in identifying and prioritizing the risks, role of various executives in monitoring & mitigation of risk and reporting process. Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company, and approved by the Board. The Management evaluated various risks and that there is no element of risk

identified that may threaten the existence of the Company.

Whistle Blower Mechanism

The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given in Corporate Governance Report forming part of this report.

Corporate Social Responsibility

The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013.

Conservation Of Energy, Technology Absorptions And Foreign Exchange Earnings And Outgo

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

Particulars Of Employees

None of the employees of the Company is in receipt of remuneration prescribed under Section 197(12) of the Companies Act, 2013, read with the Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Significant And Material Orders Passed By The Regulators Or Courts

During the year under review, there were no significant and material orders passed by the regulators or courts or tribunals, which may impact the going concern status of the Company and its operations in future.

Secretarial Audit Report

A Secretarial Audit Report for the year ended 31st March, 2015 in prescribed form duly audited by the Practicing Company Secretary M/s. is annexed herewith and forming part of the report.

Extract Of Annual Return

Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - I)

Corporate Governance

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Managing Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

Managing Director’s Certificate

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

Management Discussion And Analysis Report

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

Presentation Of Financial Statements

The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013.

Statutory Disclosures

A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy.

Acknowledgement

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company's performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.

Place: Mumbai By Order of the Board Date: August 31, 2015 For Allied Computers International (Asia) Limited Sd/- Sd/- Hirji K Patel Rakesh G. Naik Managing Director Director DIN - 00157481 DIN - 05236731

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Mar 31, 2014

Dear members,

The Directors are pleased to present their Annual Report on the Business and operations of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

The financial performance of your Company for the year ended March 31, 2014 is summarized below:

(Rupees in Lacs)

Particulars 2013-2014 2012-2013

Sales 60.43 344.45

Other Income 9.32 27.10

Total Income 69.75 371.55

Total Expenses 61.59 357.96

Profit/(Loss)Before Tax 8.16 13.59

Tax - -

Current Tax 2.50 -

Deferred Tax - -

Net Profit After Tax 5.66 13.59

The year was extremely challenging for the Company, but Company has achieved modest profit of Rs. 5.66 lacs (previous year profit was Rs. 13.59), due to cost control exercise.

FUTURE OUTLOOK:

The Company main activities is manufacturing of Notebook & servicing of all brands of computers, laptop, tab, etc. The Company expects better prospect in near future, as present Government, having absolute majority in the house is pushing for various reforms & infrastructure projects, wherein our products are vital for their operations.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review SUBSIDIARY COMPANIES:

The Company does not have any subsidiary Company within the meaning of section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

ACCEPTANCE OF FIXED DEPOSTIS:

The Company has not accepted any Fixed Deposits from general public within the purview of Section 58A, of the Companies Act, 1956, during the year under review.

OTHER CORPORATE INFORMATION:

The Shareholders of the Company in their meeting held on 26th August, 2014 has approved to split the face value of the shares from Rs. 10/- to Re. 1/- per share. The Statutory Auditor M/s. Rajeev Sood & Co., Chartered Accountant have resigned as Auditor of the Company on 30th September 2014, hence Company has appointed M/s. Chirag C. Mehta& Co., as a Chartered Accountants of the Company for the year ended 31st March, 2014. The Company has obtained permission from ROC, Maharashtra to hold the AGM of the Company up to 30th December, 2014 for the year ended 31st March, 2014.

AUDITORS:

The Statutory Auditors, M/s. Chirag C. Mehta& Co, Chartered Accountants, had been appointed to hold office until the conclusion of the ensuing Annual General Meeting; however he is also eligible for re- appointment and his willingness for re- appointment have been intimated to the Company well in advance. Further he has also confirmed that he is not disqualified for re- appointment within the meaning of Section 141 of the Companies Act, 2013 and his appointment, if made would be within the limits specified in Section 139 of the said Act.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made there under, the current auditors of the Company, M/s. Chirag C. Mehta& Co, Chartered Accountants, is eligible to hold the office for a period of five years up to 2019 (subject to ratification at each year AGM).

The members are therefore requested to appoint M/s. Chirag C. Mehta& Co, Chartered Accountants as auditors for five years from the conclusion of the ensuing Annual General Meeting till the conclusion of the annual general meeting to be scheduled in 2019 subject to ratification at each year AGM and to fix their remuneration for the year 2014-15.

AUDITORS REPORT:

The observations and comments furnished by the Auditors in their report read together with the notes to Accounts are self- explanatory and hence do not call for any further comments under Section 217 of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with the requirement of Section 217 (2AA) of the Companies Act, 1956, the Board of Directors of the Company confirms:

i. In the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii. That the Directors have 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 and loss of the Company for the year ended 31st March, 2014.

iii. That the Directors have taken sufficient and proper 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 material fraud and other irregularities.

iv. That the Directors have prepared the Annual Accounts on a going concern basis.

v. There are no material changes & commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate & the date of the report.

vi. That there no contracts or arrangement with related parties referred to in sub-section (1) of section 188.

CORPORATE GOVERNANCE:

As per clause 49 of the listing agreement with stock exchanges, a separate section on Corporate Governance forms part of the Annual Report.

A certificate from the Auditors of your Company regarding compliance of conditions of Corporate Governance, as stipulated under clause 49 of the Listing Agreement and a declaration by the Managing Director with regard to Code of Conduct is attached to the Report on Corporate Governance.

MANAGING DIRECTOR''S CERTIFICATE:

A Certificate from the Managing Director in respect of the Financial Statements forms part of the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 217(1)(e) of the Companies Act, 1956 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review.

PARTICULARS OF EMPLOEES:

None of the employees of the Company is in receipt of remuneration prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise.

DIRECTORS

During the year Mr. Rakesh Ganesh Naik, Mrs. Reshma R Malagavakar & Mr. Mohit Tyagi were appointed as Director W.e.f. 1st July, 2013, 1st October 2014 & 7th July 2014 respectively. Mr. Mansukh Vaghani, Mr. Govind Kara & Mr. Gajendra Singh & Mrs. Namita Agarwal have resigned as Directors of the Company w.e.f. 2nd December, 2013, 24th October 2013 & 2nd December 2013 & 01st March, 2014 respectively.

The Board places on records its deep appreciation and respect for the valuable advice and guidance received from Mr. Mansukh Vaghani, Mr. Govind Kara and Mr. Gajendra Singh & Mrs. Namita Agarwal during their tenure as Directors of the Company.

ACKNOWLEDGEMENT:

Yours Directors take this opportunity to thank the Financial Institutions, Banks, Business Associates, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company and look forward to their continued support in future.

We very warmly thank all of our employees for their contribution to your Company''s performance. We applaud them for their superior levels of competence, dedication and commitment to your Company.



By Order of the Board For Allied Computers International (Asia) Limited

SD/- Place: Mumbai. Hirji Kanji Patel Date: 11th November, 2014. Managing Director (DIN No.: 00157481)

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Mar 31, 2013

To, The Members of "Allied Computers International (Asia) Limited",

The Directors have pleasure in presenting their Annual Report together with the Accounts of the Company for the year ended 31st March 2013.

FINANCIAL RESULT:

During the year ended on 31-03-2013, the operation of the Company has resulted in a Profit of Rs.l 3,59,363/-

FLXED DEPOSIT:

The Company has not accepted any deposits from public under section 58A of the Companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:-

1. That in the preparation of the Annual Accounts the applicable accounting standards had been followed.

2. 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 for that period.

3. 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 detecting fraud and other irregularities.

4. That the directors had prepared the Annual accounts on a going concern basis.

PARTICULARS OF THE EMPLOYEES.-

The Company did not have any employees whose particulars are required to be furnished pursuant to section 217 (2A) of the Companies Act, 1956 and the rules made there under.

DISCLOSURE OF PART1CULARS:-

As required U/s.217 (2)(E) of the Companies Act, 1956 read with Rule 3 of the Companies (Disclosure of particulars in the report of the Board of Directors) Rules 1986, our company is not covered by the schedule of Industries which are required to furnish the information in Form A.

The Company has not imported any technology nor carried any business of export input and hence technology absorption inflow-out-flow of foreign exchange earning do not arise.

AUDITORS :

M/s. Rajeev Sood & Co., Chartered Accountants, Auditors of the Company retire at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment.

You are requested to appoint auditors for the year ended 31-03-2013 and fix their remuneration.

ACKNO WLEDGEM ENT:

Your Directors express their gratitude to die shareholders of the Company for their valuable support and for the confidence reposed in uie management.

For and on behalf of the Board of

Allied Computers International (Asia) Ltd.

Foi Allied Compote*i (Alia) Ltl

Director (Hirji Patel)

DIRECTOR

Mumbai; 3r September, 2013

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Mar 31, 2012

The Director have pleasure in presenting their Annual Report together with the Accounts of the Company for the year ended 31st March 2012.

FINANCIAL RESULTS

During the year ended on 31.03.2012 the operation of the Company has resulted in resulted in a profit of Rs. 12,43,032.

FIXED DEPOSIT

The company has not accepted any deposits from public under section 58A of the companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the sub-section of section 217 of the companies Act 1956, the board of Directors to the company hereby state and confirm that :-

1. That in the preparation of the Annual accounts the applicable accounting standards had been followed.

2. 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 for that period.

3. That the directors had taken proper and sufficient care for the maintain of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irregulatories.

4. That the directors had prepared the Annual accounts on a going concern basis.

PARTICULARS OF THE EMPLOYEES

The company did not employees whose particulars are required to be furnished pursuant to section 217 (2A) of the companies Act, 1956. and the rules made there under.

DISCLOSURE OF PARTICULARS

As required U/S 217 (2) (E) of the companies Act, 1956 read with rules 3 of the companies (Disclosure of particulars in the report of the Board of Directors) rules 1986, Our company is not covered by the schedule of Industries which are required to pursuant the information in Form A.

The Company has not important any technology not carried any business of expert input and hence technology absorption inflow out flow of foreign exchange earnings do not arise. AUDITORS

M/s. Maheswari & co Charted Accountant, Auditors of the company retail at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. You are requested to appoint auditors for the year ended 31-03-2012 and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors express their gratitude to the shareholders of the company for their valuable support and for the confidence reposed in the management.

For and on behalf of the Board of

Allied Computers International (Asia) Ltd.

(Hirji Patel)

Mumbai. 29th September, 2012 DIRECTOR

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Mar 31, 2011

The Director have pleasure in presenting their Annual Report together with the Accounts of the Company for the year ended 31st March 2011.

FINANCIAL RESULTS

During the year ended on 31.03.2011 the operation of the Company has resulted in resulted in a profit of Rs. 22,07,400/-.

FIXED DEPOSIT

The company has not accepted any deposits from public under section 58A of the companies Act, 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the sub-section (2AA) of section 217 of the companies Act 1956, the board of Directors to the company hereby state and confirm that :-

1. That in the preparation of the Annual accounts the applicable accounting standards had been followed.

2. 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 for that period.

3. That the directors had taken proper and sufficient care for the maintain of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and detecting fraud and other irr-regulatories.

4. That the directors had prepared the Annual accounts on a going concern basis.

PARTICULARS OF THE EMPLOYEES

The company did not employees whose particulars are required to be furnished pursuant to section 217 (2A) of the companies Act, 1956. and the rules made there under.

DISCLOSURE OF PARTICULARS

As required U/S 217 (2) (E) of the companies Act, 1956 read with rules 3 of the companies (Disclosure of particulars in the report of the Board of Directors) rules 1986, Our company is not covered by the schedule of Industries which are required to pursuant the information in Form A.

The Company has not important any technology not carried any business of expert input and hence technology absorption inflow out flow of foreign exchange earnings do not arise. AUDITORS

M/s. Maheswari & co Charted Accountant, Auditors of the company retail at the ensuring Annual General Meeting and being eligible offer themselves for re-appointment. You are requested to appoint auditors for the year ended 31-03-2011 and fix their remuneration.

ACKNOWLEDGEMENT

Your Directors express their gratitude to the shareholders of the company for their valuable support and for the confidence reposed in the management.

For and on behalf of the Board of

Allied Computers International (Asia) Ltd.

(Hirji Patel)

Mumbai. 04th September, 2011 DIRECTOR

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Mar 31, 2010

To the Members,

The Directors present the Eighth Annual Report of the Company together with the Audited Statement of Accounts for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

The financial results of the Company for the year under review as compared to the previous year are summarized below for your consideration:

Year ended 31.3.2010 Year ended 31.3.2009 Amount (Rs. in Lakhs) Amount (Rs. in Lakhs)

Sales & Other Income 1103.55 696.34

Profit before tax and appropriations 14.73 2.39

Profit (After Tax) 10.93 1.58

Add: Balance brought forward from 75.18 73.59 previous year

Profit available for disposal 86.11 75.18

Proposed Dividend 0 0

Transfer to General Reserve 0 0

Profit carried forward 86.11 75.18

Operations:-

The Company in its current Financial Year 2009-2010 has achieved a strong and desirable growth as compared to the previous year 2008-2009. Such growth is reflected from the increase in revenue earned by the Company which stands at Rs. 1103.55 lakhs as compared to Rs.696.34 in the previous year .Your Board seeks to consistently perform better in ensuing years.

Dividend:

In view of the expansion-cum-diversification programmes undertaken by the Company, your Directors have decided to conserve the reserves for meeting the capital expenditure for the said programmes. No dividend has therefore been recommended for the year under review.

Directors :

As per the provisions of Companies Act, 1956, Mr. Govind Kara, Director of the Company retires by rotation and being eligible, offers himself for re-appointment.

During the Year Mr.Gajendra Singh and Mr. Nilesh Mestry were appointed as an Additional Directors of the Company w.e.f. 30th January, 2010 and 31st May, 2010 respectively. Necessary Resolution is given in the Notice for regularizing their appointment.

Fixed Deposits:

The Company did not accept or renew any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Rules framed thereunder.

Particular of Employees:

Pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees), Rules, 1975, none of the employees of the Company is drawing salary or commission which exceeds the limit set out in the above Section. The Board is, therefore, not required to furnish any information in this regard.

Corporate Governance & Management Discussion & A nalysis Report

Your Company endeavors to maximize the wealth of the shareholders by managing the affairs of the Company with a pre-eminent level of accountability, transparency and integrity. A report on Corporate Governance including the relevant Auditor''s Certificate regarding compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchange is annexed Management Discussion and Analysis Report is also annexed.

Code of Conduct:

Code of Conduct for the Directors and the Employees of the Company has been laid down by the Board and it is internally circulated and necessary declaration has been obtained.

Listing:

The Company''s Securities continue to be listed on the Bombay Stock Exchange Limited; Mumbai the Company has paid the requisite Annual Listing Fees for the year 2009-10, to the above Exchange.

Research and Development:

The R&D department of the company has been arduously working to provide quality value for money to provide quality value for money to the customers in keeping with market funds.

Corporate Susta in ability:

Health, safety and concern for the environment are the focus areas of Company''s Corporate Sustainability (CS) activities. The programs undertaken by company focus on environment sustainability as well as economic empowerment through Information Technology and Health awareness.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed.

2. Appropriate policies have been selected and applied consistently and judgments and estimates wherever made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010

3. Proper and sufficient care has been taken 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. The Directors have prepared the accounts for the period ended on 31st March, 2010 on a going concern basis

AUDITORS:

In terms of provisions of Section 224 of the Companies Act, 1956, M/s. Mahendra Tiwari & Co. retires at the Annual General Meeting and being eligible, offer themselves for re-appointment. They have submitted a certificate pursuant to the provisions of Section 224(1B) of the Companies Act, 1956, that if their re-appointment be made for another term will be within the prescribed limits. Your Directors recommend their appointment.

Acknowledgements :

Your Directors wish to thank and place on record their appreciation of the valuable support given by Company''s Customers, Shareholders, Distributors and Bankers the Directors would also like to thank the Employees for their contribution for their contribution to the Company.

Registered Office: For and on Behalf of the Board

501/503, Morya Estate, Director

New Link Road,

Andheri-West, Allied Computers International (Asia) Limited

Mumbai-400053

Date: 23rd August, 2010