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Directors Report of GVP Infotech Ltd.

Mar 31, 2022

Yours Directors have pleasure in presenting 10th Annual report along with the Audited Financial Statements & Board''s Report of the Company for the year ended March 31, 2022.

Financial Results

The summarized financial performance highlight is presented in the table below:

(Amount in Rs.)
Particulars	Financial year
Particulars	FY 2021-22	FY 2020-21
Total Revenue	1,78,43,394	26,49,06,493
Total Expense	1,73,08,924	26,44,10,137
Profit / (Loss) before Exceptional and Prior period items & tax	5,34,470	4,96,356
Exceptional & Prior Period Items	-	-
Tax expense: (1) Current Tax (2) Previous Year Tax	1,38,962 (39,23,37,719)	1,29,052
Profit/(Loss) for the period	39,27,33,227	3,67,303
Profit for the carried to Reserves	39,27,33,227	3,67,303

Performance Review

Your company achieved a total revenue of Rs. 178.43 lakhs during the year under review as against Rs. 2649.06 lakhs in the previous financial year. Profit/ (Loss) after Tax for the year stood at Rs. 3927.33 lakhs as against 3.67 lakhs for the previous year.

Dividend

Due to inadequate profit, your directors express their inability to recommend a dividend on Equity Shares of the Company for the year under review.

Transfer of unclaimed dividend to investor education and protection fund

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend transferred to the unpaid dividend account. Further, no dividend remains unpaid or unclaimed for the period of 7 years.

Transfer to Reserves

The Company made transfer of Rs. 84.99 crores transferred to capital reserve, Rs. 1.74 crores transferred to Capital Redemption Reserve.

Share Capital

The paid up equity capital as on 31 March, 2022 was Rs. 16,28,61,590 divided into 1,62,86,159 Equity shares of Rs. 10 each. During the financial year, The Company had issued 86,72,558/- 0.001% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100 each amounting to Rs. 86,72,55,800 to Operational Creditors pursuant to the approved Resolution Plan and redeemed at a price of Rs. 2/- per shares amounting to Rs. 1,73,45,116. Further the company had also issued 1,74,000/ - 0.001% Non-Cumulative Non-Convertible Redeemable Preference Shares of Rs. 100 each amounting to Rs. 1,74,00,000 and redeemed the same at par.

Annual Return

As per Section 92(3) read with 134(3)(a) of the Companies Act, 2013, the Annual return as on March 31, 2022 is available on the Company''s website link i.e http: / /fdsindia.co.in/annualreturn.

Number of Board Meetings

During the financial year, 11 (Eleven) Board Meetings held, the dates of Board meetings are mentioned below.

Sr. No.	Date of Board Meeting	Number of Person attended the meeting
1	24^th May 2021	3 (Three)
2	5th June 2021	4 (Four)
3	8^th June 2021	4 (Four)
4	30th June 2021	6 (Six)
5	31s^t August 2021	5 (Five)
6	24^th Sep 2021	5 (Five)
7	14^th Nov 2021	5 (Five)
8	22^nd Nov 2021	5 (Five)
9	31s^t Dec 2021	4 (Four)
10	12^th Feb 2022	5 (Five)
11	17th Feb 2022	4 (Four)

Shareholders Meeting

During the Financial year, other than the Annual General Meeting ("AGM") 1 (One) Extra-Ordinary General Meeting ("EGM") was held on 22^nd June 2021 to alter the main object of the Company.

Audit Committee

During the financial year, 4 (Four) Audit committee meetings were held on 30^th June 2021, 27^th Oct 2021, 14^th Nov 2021 and 16^th Feb 2022.

Nomination & Remuneration Committee

During the financial year, 2 (Two) Nomination & Remuneration committee meetings were held on 31^st Aug 2021 and 16^th Feb 2022.

Stakeholder Relationship Committee

During the financial year, 4 (Four) Stakeholder Relationship Committee meetings were held on 30^th June 2021, 31^st Aug 2021, 27^th Oct 2021 and 16^th Feb 2022.

Meeting of Independent Directors

During the year under review, the Independent Directors met on 16^th Feb 2022, inter alia, to discuss and:

a. review the performance of Non-Independent Directors and the Board as a whole;

b. review the performance of the Chairperson of the Company and taking into account the views of executive directors and non- executive director;

c. Assess the quality, quantity and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

Declaration by the Independent Directors

The Independent Directors of the Company have given a declaration confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 ("the Act") and the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015

Directors Responsibility Statement

As required by Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a. In the preparation of the annual accounts for the financial year ended March 31, 2022, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

c. The Directors had 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 detecting fraud and other irregularities;

d. The Directors had prepared the annual accounts on a going concern basis;

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

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Loans, Guarantees and Investment

During the year under review, Company has not granted any loan, given guarantee or Investment as stipulated under the Companies Act, 2013

Particulars of Contracts or arrangements with related parties

There were no material contracts or arrangements with related parties during the year under review as referred in sub-section (1) of section 188 of the Companies Act, 2013 and hence disclosure in Form AOC-2 is not attached.

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of this Report.

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and Outgo

As per Rule 8(3) of Companies (Accounts) Rules, 2014, the disclosure required under this rule are as follows:

A. Conservation of Energy

The Company is engaged in business of sale and services of IT and IT Related products, providing e-governance services and such operations do not require substantial Electricity, Gas & Steam, Power, Water or any other kind of energy consumption. However, the Company is taking all possible measures to conserve the energy.

(a) The steps taken or impact on conservation of energy; N.A.

(b) The steps taken by the Company for utilizing alternate sources of energy; N.A.

B. Technology Absorption and Research & Development

The Company has not incurred any expenditure on Research & Development. Your Company has not imported technology reckoned from the beginning of the financial year.

(a) The efforts made towards technology absorption; N.A.

(b) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(c) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

i. The details of technology imported; N.A.

ii. The year of import; N.A.

iii. Whether the technology been fully absorbed; N.A.

iv. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A.

(d) The expenditure incurred on Research and Development. N.A.

C. Foreign Exchange Earnings and Outgo

During the year financial year, there was no foreign exchange earnings and outgo. Risk Management Policy

The company has established Risk Management process to manage various risks. The details of various risks that are being faced by the Company are provided in Management Discussion and Analysis Report, which forms part of this Report.

Corporate Social Responsibility (CSR)

During the year under review, the provisions of section 135 of the Company Act, 2013 are not applicable as the company.

Vigil Mechanism

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the company''s Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the

Audit Committee. However, the Company being listed on SME Exchange - "NSE Emerge" is exempt under Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Annual evaluation and performance of the Board

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance based on the criteria and framework adopted by the Board.

Subsidiaries, Joint Ventures and Associate Companies

Company is not having any Subsidiary, Joint Ventures or Associate Company, further during the financial no company ceased to be a subsidiary, Joint Venture or Associate Company.

Public Deposits

During the financial year, the Company has not accepted/ renewed any public deposits within the meaning of Sections 73 to 76A of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

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

During the financial year no such material order passed by any court or any other Authority.

Adequacy of internal financial controls with reference to financial statements

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of operations. The details relating to internal financial controls and their adequacy are included in the Management Discussion and Analysis Report, which forms part of this Report.

Directors and Key Managerial Personnel

The name of the directors and Key managerial personnel at the end of financial year are mentioned below

Name of the Director	Designaiton
Rajesh Thakur	Managing Director
Veena Pani Chaudhary	Executive Director & CFO
Dhaval Mistry	Non-Executive Director
Neelu Choudhary	Women Non-Executive Director

Rajesh Ramnani	Independent Director
Prawincharan Dwary	Independent Director
Ashish Thakur	Company Secretary

During the financial year, there was no change in the directors and key managerial personnel. In accordance with the provisions of the Companies Act, 2013, Mr. Dhaval Mistry is liable to retire from office by rotation, and being eligible, have offered themselves for re-appointment at the ensuing AGM of the Company.

Board Committees

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently 3 (Three) committees of the Board, namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders'' Relationship Committee Auditors and their Reports

Members of the Company has appointed M/s. Prakash Tekwani & Associates (0120253W), Chartered Accountants, Ahmedabad as statutory Auditors of the Company for the period of five financial years from the conclusion of the AGM of F.Y 2019-20 till the conclusion of the AGM to be held in the calendar year 2025. As per amendment ratification of appointment by members is no more required at every Annual General Meeting and hence accordingly notice of the Annual General Meeting does not contain the same.

The report of the Statutory Auditor forms part of the Annual Report. The Auditor''s report does not contain any qualifications, reservation or adverse remarks and are selfexplanatory and thus does not require any further clarifications/comments.

Reporting of Frauds

There is no instance of frauds during the year under review, which required the Statutory Auditors to report under Section 143(12) of Act and Rules framed thereunder.

Internal Auditor

The Company has appointed M/s. Nanda Choudhary & Co., Chartered Accountants as Internal Auditor of the Company for the F.Y 21-22.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the

Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors in their meeting held on 30^th May 2022 have appointed M/s. Anisha Jhunjhunwala & Associates, Company Secretaries in Practice as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial Year 2021-2022. The Secretarial Auditors Report issued by M/s. Anisha Jhunjhunwala & Associates, Company Secretary in Practice in Form MR-3 is annexed to this Board''s Report (Annexure-A). The explanations to the observations made by the secretarial auditor in his report for the year under review are as follows:

Remarks 1. The Company has not maintained the Minimum Public Shareholding.

Reply: The capital reduction of the public shareholders was carried out, pursuant to the approved resolution plan and thereafter company approached the stock exchange for in-principle approval, however the stock exchange has informed that due to issue of lot size they are unable to provide the listing approval and informed the company to file application for migration and bonus issue. The Company will follow the Minimum Public Shareholding rules after the listing of the shares.

Remarks 2. The company has not implemented the approved resolution plan within the stipulated time.

Reply: The implementation of Resolution Plan is pending due to Pending Bonus issue and we have also filed the extension application for implementation before the National Company Law Appellate Tribunal (NCLAT).

Cost Auditor

During the financial year, Maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act 2013 was not applicable to the Company.

Corporate Governance

In compliance with provisions of corporate governance under applicable provisions of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company being listed on SME Exchange - "NSE Emerge" is exempt with the provisions of corporate governance as per Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Further, the requirement for obtaining Secretarial Audit Report pursuant to Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 was not applicable to your Company.

Management discussion and analysis report

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided is being annexed at Annexure B to this Report.

Particulars of Employees

Information required pursuant to Section 197(12) of the Companies Act, 2013 ("the Act") read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure C to this Report.

Employees Stock Option Scheme

During the year financial year, the Company has not issued stock options to the employees of the Company as required to be disclosed under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

Corporate Insolvency Resolution Process ("CIRP")

The Company was admitted under Corporate Insolvency Resolution Process by the virtue of the order of the Hon''ble NCLT, New Delhi Bench dated 25^th July 2019 and the Resolution Plan submitted by the Resolution Applicant Linkstar Infosys Private Limited Jointly with Mr. Dhaval Mistry was approved on 25^th Sept 2020. The resolution plan is implemented except the bonus issue to the shareholders in the ratio of 1: 1.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The aim of the policy is to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. No complaint was pending at the beginning of the year and none was received during the year.

Disclosure on Compliance of Applicable Secretarial Standards

The Company has complied with the applicable Secretarial Standards as prescribed by the Institute of Company Secretaries of India and notified by the Central Government from time to time.

Acknowledgments

Your Directors place on record their gratitude to the Central Government, State Governments, Adjudicating Authority, Courts and Company''s Bankers 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, vendors, dealers, business associates and employees

For and on behalf of the Board of DirectorsRajesh Thakur Dhaval Mistry

Managing Director Non-Executive Director

DIN: 08378490 DIN: 03411290

Date: September 5, 2022 Place: New-Delhi

Mar 31, 2018

BOARD & MANAGEMENT DISCUSSION

To the Members,

The Directors have pleasure in submitting their 7th Annual Report together with the Audited standalone & consolidated financial statement for the year ended on 31st March, 2018.

Financial Highlights & Review of Operations: (Rs. in lakhs)

Particulars	Standalone for financial year ended on 31st March		Consolidated for financial year ended on 31st March
	2018	2017	2018	2017
Revenue from operations	52,756.78	149,085.12	52,795.95	149,124.39
Other income	308.36	265.55	310.75	266.55
Total revenues	53,065.14	149,350.67	53,106.70	149,390.94
Cost of Material Consumed	22,622.13	140,323.88	22,626.28	140,336.52
Change in inventories of finished goods	19,050.21	(3,951.41)	19,050.21	(3,951.42)
Employee benefit expense	2,977.00	5,717.82	2,992.92	5,731.14
Finance costs	332.30	536.94	332.30	536.94
Depreciation and amortization expense	180.27	278.53	180.97	278.77
Other expenses	1,465.05	2,655.41	1,481.24	2,666.32
Total expenses	46,626.96	145,561.16	46,663.92	145,598.26
Profit before Exceptional and Prior Period Items & tax	6,438.18	3,789.51	6,442.78	3,792.68
Exceptional and Prior Period Items	78.87	230.88	78.87	230.88
Profit before tax	6,359.31	3,558.63	6,363.91	3,561.80
Tax expense	2,491.57	1,363.04	2,492.86	1,364.07
Profit for the year	3,867.74	2,195.59	3,871.05	2,197.73
Basic Earnings Per Share (In Rs.)	17.75	10.08	17.77	10.09
Diluted Earnings Per Share (In Rs.)	17.75	10.08	17.77	10.08

REVIEW OF BUSINESS OPERATIONS

Your Companyâs standalone total revenue for the current financial year 2017-18 has decline by Rs. 530.65 Crores from the previous financial year of Rs. 1493.50 Crores. However the Companyâs Standalone total profit after tax for the current financial year 2017-18 has increased to Rs. 38.67 Crores from the previous financial year of Rs. 21.95 Crores.

Your Directors assured that Companyâs performance will enhance in future.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors are optimistic about companyâs business and hopeful of better performance with increased revenue in coming year. There was no change in the nature of business of Company. During the year under review, few orders from one of the partnersâ of the Company had been cancelled/terminated, however, the Company and its Board is striving its best in order to maintain its growth and business in the coming yearsâ.

DIVIDEND

No Dividend was declared for the current financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend transferred to the unpaid dividend account. Further, no dividend remain unpaid or unclaimed for the period of 7 Yearâs.

TRANSFER TO RESERVES

Your Company has not made any transfer to reserve during the Financial Year 2017-18. However profit for the year is shown as surplus under the head Reserve & Surplus during the financial year 2017-18.

SHARES

During the year under review, the company has undertaken following transactions:

Increase in Authorized Capital	Buy Back of Securities	Sweat Equity	Bonus Shares	Employees Stock Option Plan
5,00,00,000	Nil	Nil	Nil	Nil

Share Capital

A) Issue of equity shares with differential rights

Your Company had not issued equity shares with differential rights as required to be disclosed in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

B) Issue of sweat equity shares

Your Company had not issued sweat equity shares as require to be disclosed under rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

C) Issue of employee stock

Your Company had not issued employee stock option as required to be disclosed under rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014, during the year under review.

D) Provision of money by company for purchase of its own shares by employees or by Trustees for the benefit of employees: N.A.

MATERIAL CHANGES DURING THE FINANCIAL YEAR

Increase in the Paid up Share Capital

- Increase in the Authorized Share Capital

Your Company increased itâs authorized share capital from Rs. 30 Crores to Rs. 35 Crores during the year under review.

- Issue of Warrants

During the year under review your company have issued 6,670,000 equity warrants of Rs. 10/- each for cash at a price of Rs. 78/- per convertible equity warrants (including a premium of Rs. 68/- per equity warrant). Warrant subscription price equivalent to 25% of the issue price of the Warrants have been received by the company at the time of issue to the Warrants, as prescribed by the SEBI (ICDR) Regulations and have been appropriated against the issue price of the Warrants. Warrant exercise price equivalent to the 75% of the issue price of the Warrant shall be payable by the Warrant holder(s) at the time of conversion of the Warrant. The Warrants may be exercised by the Warrant holder(s) at any time before the expiry of 18 months from the date of allotment of the Warrants.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The following appointments in the Board of Directors/Key Managerial Personal were made during the year:

- Mr. Rajeev Ranjan (DIN: 06534751), Ms. Shipra Jain (DIN: 07771758) & Mr. Mahavir Singh Farswan (DIN: 07833852) joined the Board as an additional director of the Company with effect from 29th May, 2017.

- Mr. Rajendra Kumar (DIN: 06380868) joined the Board as an additional director of the Company with effect from 19th August, 2017.

- Ms. Shipra Jain (DIN: 07771758) & Mr. Rajendra Kumar (DIN: 06380868) joined the Board as an Independent Director of the Company with effect from 25th September 2017 by approval of the Shareholders.

- Mr. Ajay Mittal (DIN: 00328190), Mr. Pradeep Singhal (DIN:07512568) and Mr. Sandeep Singhal (DIN: 07512565) joined the Board as an additional director of the Company with effect from 25th August, 2017.

- Mr. Ashhish K Paanday, joined as Chief Financial Officer & Company Secretary of the Company with effect from 22nd March, 2018.

The following retirement, resignations & change in designation were made in the Board of Directors/ Key Managerial Personal during the year:

- Mrs. Namita Mukherjee (DIN: 06561265), resigned from the post of whole time director of the Company, with effect from 31.05.2017 due to her pre-occupation, however she continue on the Board as Director of the Company.

- Mr. Mahavir Singh Farswan (DIN:07833852) resigned from the Board, due to his personal reasons, as additional director with effect from 22nd July, 2017.

- Mr. Sanjay Sachdev (DIN: 01548230) & Mr. Rajeev Ranjan (DIN: 06534751) were appointed as additional director by the Board w.e.f., 25th February 2017 and 29th May 2017 respectively and their tenure as additional director was upto the date of 6th Annual General Meeting and they did not offered themselves to be regularised by the members of the Company, hence Mr. Sanjay Sachdev and Mr. Rajeev Ranjan are not on the Board of Directors with effect from 25th September, 2017.

- Mr. Deepak Kumar Kaushal, resigned, due to other preoccupation, from the post of Company Secretary of the Company with effect from 30th September 2017.

- Mr. Mahesh Rajdev, superannuated from the post of Chief Financial Officer of the Company with effect from 31st October, 2017.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Namita Mukherjee (DIN: 06561265), Director, and Mr. Bibekananda Mukherjee (DIN: 07008285), Director, of the Company, will retire by rotation at the ensuing AGM of your Company and being eligible offer themself for reappointment. The Board of Directors of the Company has recommended their re-appointment.

Appointment of auditor due to casual vacancy

M/s. Sain Kanwar & Associates, Chartered Accountant, Statutory Auditor of the Company, had resigned w.e.f., 29.11.2017 due to his bad health and other pre-occupation. The Board of Directors in its meeting held on 11th December, 2017 and 09th March, 2018 appointed M/s. BAS Associates, Chartered Accountants, New Delhi (FRN: 015871N) as the Statutory Auditors of the Company, to fill the casual vacancy in the office of Companyâs Statutory Auditor caused due to resignation of the existing Statutory Auditors M/s. Sain Kanwar & Associates., Chartered Accountants, New Delhi and they shall hold the office until the conclusion of the ensuing Annual General Meeting of the Company to be held for the financial year ending on 31st March, 2018. The Members of the Company had approved the appointment of M/s. B A S Associates through postal ballot notice dated 09th March, 2018.

Increase in limit of total shareholding of all Registered Foreign Portfolio Investors (FPIs) / Registered Foreign Institutional Investors (FIIs) put together from 24% up to 49% of the paid-up equity share capital of the Company

During the year, your company had Increase in the limit of total shareholding of all Registered Foreign Portfolio Investors (FPIs) / Registered Foreign Institutional Investors (FIIs) put together from 24% up to 49% of the paid-up equity share capital of the Company through postal ballot notice dated 09th March, 2018.

MATERIAL CHANGES, IF ANY, AFTER THE END OF FINANCIAL YEAR

Increase in the Authorized Share Capital

Your Company increased itâs authorized share capital from Rs. 35 Crores to Rs. 50 Crores w.e.f. 09th April, 2018.

COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

During the year under review, the current policy the Composition of Board is an appropriate mix of executive, nonexecutive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. Being a SME Listed Company Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is not applicable to the Company. On March 31, 2018, the Board consists of eleven Directors, one of whom is executive, five are non-executive and five are independent directors. They meets the criteria policy of the Company on directorsâ appointment and remuneration, including criteria as required under sub-section (3) of Section 178 of the Companies Act, 2013 for determining qualifications, positive attributes, independence of a director and other matter. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

During the year under review, the Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EXTRACT OF ANNUAL RETURN

As per Section 134(3)(a) the extracts of Annual Return in form MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure I and is attached to this Report.

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

As per Rule 8(3) of Companies (Accounts) Rules, 2014, the disclosure required under this rule are as follows:

A. Conservation of Energy

Your Company is engaged in business of sale and services of IT and ITes Related products, providing e-governance services and such operations do not require substantial Electricity, Gas & Steam, Power, Water or any other kind of energy consumption. However, the Company is taking all possible measures to conserve the energy.

(i) The steps taken or impact on conservation of energy; N.A.

(ii) The steps taken by the Company for utilizing alternate sources of energy; N.A.

(iii) The capital investment on energy conservation equipmentâs; N.A.

B. Technology Absorption and Research & Development

The Company has not incurred any expenditure on Research & Development. Your Company has not imported technology reckoned from the beginning of the financial year.

(i) The efforts made towards technology absorption; N.A.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

(a) The details of technology imported; N.A.

(b) The year of import; N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A.

(iv) The expenditure incurred on Research and Development. N.A.

C. Foreign Exchange Earnings and Outgo

Your Company has earned in Forex equivalent to Rs. 2.47 lakhs from supply/ rendering of services. However your Company has spent Rs. 19.52 lakhs on traveling and others during the financial year under review.

BOARD MEETINGS

The Board of Directors duly met Thirteen (13) times during the financial year 2017-18 and in respect of all the proceedings were properly recorded.

SN	Date	SN	Date	SN	Date
1.	29.05.2017	2.	06.07.2017	3.	19.08.2017
4.	03.10.2017	5.	25.10.2017	6.	14.11.2017
7.	30.11.2017	8.	11.12.2017	9.	28.12.2017 and 01.01.2018 - (Adjourned)
10.	20.01.2018	11.	26.02.2018	12.	09.03.2018
13.	22.03.2018

COMMITTEES OF THE BOARD

Currently, the Board has five committees: the Audit Committee, the Executive Committee, the Stakeholders Relationship Committee, the Nomination & Remuneration Committee and the Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report as Annexure V and is attached to this Report.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any Deposit under Schedule V of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

The details relating to deposits, covered under Chapter V of the Act,--

(a) The Company have not accepted deposit during the year; N.A.

(b) Remained unpaid or unclaimed as at the end of the year; N.A.

During the year and if so, number of such cases and the total amount involved- N.A.

(i) At the beginning of the year; N.A.

(ii) Maximum during the year; N.A.

(iii) At the end of the year; N.A.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act; N.A.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Pursuant to Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report is as follows:

MANAGEMENT DISCUSSION AND ANALYSIS REPORT FORWARD LOOKING STATEMENT

Statements made herein describing the Companyâs expectations or predictions are âforward looking statementsâ. The actual results may differ from those expected or predicted. Prime factors that may make a difference to the Companyâs performance include market conditions, input costs, govt. regulations, economic development within/outside country etc.

The following discussions on our financial condition and result of operations should be read together with our audited consolidated financial statements and the notes to these statements included in the annual report. Unless otherwise specified or the context otherwise requires, all references herein to âweâ, âusâ, âourâ, âthe Companyâ, âFDSâ are to Fourth Dimension Solutions Ltd. and its subsidiaries and associates.

ECONOMIC OVERVIEW

The aggregate demand in Economy is expected to improve in 2018-19, supported, inter alia, by the improving GST implementation, the recapitalisation of public sector banks and the resolution of distressed assets under the IBC. Rural and infrastructure sectors are identified as thrust areas in the Union Budget, which could energise aggregate demand. With the acceleration in global trade, the Indian economy could benefit from buoyant external demand. In addition to the usual monsoon related uncertainty, inflation faces upside risks from a variety of other sources, especially due to the oil prices, the fiscal slippage, and (the statistical effect from) the expected increases in HRAs by the state governments, The purely direct statistical impact of the HRA adjustment on CPI will be looked through while formulating monetary policy. Uncertainty over the pace and timing of monetary policy normalisation by the systemic central banks in advanced economies, protectionist tendencies and fears of a trade war pose significant risks to the baseline inflation and growth paths.

Over the years, a large number of initiatives have been undertaken by various State Governments and Central Ministries to usher in an era of e-Government. Sustained efforts have been made at multiple levels to improve the delivery of public services and simplify the process of accessing them.

e-Governance in India has steadily evolved from computerization of Government Departments to initiatives that encapsulate the finer points of Governance, such as citizen centricity, service orientation and transparency. Lessons from previous e-Governance initiatives have played an important role in shaping the progressive e-Governance strategy of the country. Due cognizance has been taken of the notion that to speed up e-Governance implementation across the various arms of Government at National, State, and Local levels, a programme approach needs to be adopted, guided by common vision and strategy. This approach has the potential of enabling huge savings in costs through sharing of core and support infrastructure, enabling interoperability through standards, and of presenting a seamless view of Government to citizens.

The Budget document also referred to existing projects such as the Central Public Procurement Portal which already has around 3.5 lakh contractors and vendors registered. In November, 2017 alone, electronic bids for over one lakh tenders valued at around two lakh forty thousand crore were invited through this portal. Similarly, the third version of the Government E-Marketplace (GeM) has been launched last week. The platform has 7,800 buyers, 5600 sellers, 375000 products and twelve services so far.

While projects such as E-Courts will bring about universal computerization of all Districts and Subordinate Courts, a National Judicial Data Grid will provide an online platform for information relating to judicial proceedings and decisions from over sixteen thousand computerized Courts and Subordinate Courts in the country. Union Budget 2018 continues to be carrying forward the governmentâs Digital India agenda and there is a vision to be ready for the future using digital technologies. While not specifically outlined in the current budget, the government needs to increase focus on security and privacy of personal data.

ABOUT Fourth Dimension Solutions Ltd. (FDS)

Fourth Dimension Solutions founded in 2011, is an India-based information technology (IT) and cable infrastructure Company which provides end-to-end IT / ITEs and telecom solutions combined with technical support and operations outsourcing. The Company partners with government and public sector institutions to provide sustainable IT strategies at competitive costs. It operates in three core verticals - Technology Solutions, IT Infrastructure Services, and Operations Outsourcing.

FDS is a professionally driven global Company, catering over 100 Indian & Global customers, including ranked 81 among THE Next 500 Indiaâs Top Midsize Companies by Fortune India magazine and Raked 1st in the InfoTech Segment Companies. FDS is also amongst the best SME IT companies in India as per the recent surveys and reports.

SUBSIDIARY ASSOCIATES AND JOINT VENTURES

Domestic Subsidiaries -

M/s. Thumbspeed Tech Solutions Private Limited a wholly owned subsidiary of the company is engaged in IT and FMCG related business.

M/s. Enpocket IT Services (India) Private Limited (Previously known as Enpocket Services (India) Private Limited is engaged in IT and Mobile app development business.

Overseas Subsidiaries -

M/s. Fourth Dimension Solutions PTE. Ltd. a subsidiary of Fourth Dimension Solutions Limited at Singapore and is engaged in IT and ITes related business. During the year under review, no business or operation had commenced.

M/s. Fourth Dimension Solutions DMCC a wholly owned subsidiary of Fourth Dimension Solutions Limited at Dubai, U.A.E. and is engaged in IT and ITes related business. During the year under review, no business or operation had commenced.

During the year under review, the total revenue of M/s. Thumbspeed Tech Solutions Private Limited has decreased to Rs. 29,51,477/- from previous financial year Rs. 29,55,590/- and net profit after tax for the current financial year 2017-18 has increased to Rs. 1,52,791/- from the previous financial year of Rs. 39,353/-.

During the year under review, the total revenue of M/s. Enpocket IT Services (India) Private Limited has increased to Rs. 12,04,160/- from previous financial year Rs. 10,71,250/- and net profit after tax for the current financial year 2017-18 has increased to Rs. 1,78,011/- from the previous financial year of Rs. 1,74,735/-.

A separate statement containing the salient features of Financial Statements of Subsidiary of your Company i.e., M/s. Thumbspeed Tech Solutions Private Limited and M/s. Enpocket IT Services (India) Private Limited forms a part of consolidated financial statement in terms of Section 129 of the Companies Act, 2013. The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY

The statement containing the features of the financial statements of Thumbspeed Tech Solutions Private Limited and Enpocket IT Services Private Limited under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 is being attached with the Boardâs Report in Form AOC-1 as Annexure II and the forming part of the Boardâs Report.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statement, comprising of the Company and its subsidiary form part of this Report. The Auditorsâ Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Financial Statement have been prepared in accordance with the applicable Accounting Standards and in compliance with the applicable provisions of the Companies Act, 2013 other applicable provisions.

CONSOLIDATED FINANCIAL OVERVIEW -

The consolidated performance of the Company for the financial year ended March 31, 2018, is as follows:

- Total revenue from operations at Rs. 531.06 crore for the year ended March 31, 2018, as against Rs. 1493.90 crore for the corresponding previous period, a decrease of 64.45 %.

- The cost of material consumed for the financial year ended March 31, 2018 were Rs. 226.26 crore as against Rs. 1403.37 crore for the corresponding previous period, a decreased of 83.88%.

- Employee Benefit Expenses for the financial year ended March 31, 2018 were Rs. 29.93 crore as against Rs. 57.31 crore for the corresponding previous period, a decrease of 47.78%.

- The EBT (earnings before tax) was Rs. 63.64 crore for the year ended March 31, 2018, as against Rs. 35.62 crore for the corresponding previous period, an increase of 78.66%.

- Depreciation for the financial year ended March 31, 2018 was Rs. 1.81 crore, as against Rs. 2.79 crore for the corresponding previous period.

- Profit after tax was Rs. 38.71 crore for the year ended March 31, 2018, as against Rs. 21.98 crore for the corresponding previous period, an increase of 76.11%.

- EPS (Earning per Share) for the financial year ended March 31, 2018 was Rs. 17.77 for a face value of Rs 10 per share.

RESOURCES AND LIQUIDITY

- As on March 31, 2018, the consolidated net worth stood at Rs. 110.66 crore and the consolidated debt was at Rs. 2.12 crores.

- The cash and cash equivalents at the end of March 31, 2018 were Rs. 5.34 crore.

BUSINESS PERFORMANCE

The Company provides Information technology (IT) services and solutions. The operational profits have improved on account of optimizing all the operations of the Company.

This performance could not have been achieved without your Companyâs continuous focus on customer centric initiatives, strengthening of network capabilities and widespread deployment of information technology. Your Company has continued to grow as a lean and agile organisation, delivering robust performance due to consistent implementation of best practices in operations, institutionalization of a number of strategic initiatives and enhanced employees engagement. Your Company firmly believes that the employees are its most valuable asset. This belief is translated into action through a number of initiatives for improving employee engagement, capability building, empowerment and thought leadership to yield consistent results.

ACHIEVEMENTS IN BUSINESS DURING THE YEAR

Fourth Dimension Solutions Ltd was recognized as âIndia Industry Trendsetterâ by the Power brand Global London International forum of Equality at the KIA Oval, UK. This award is given to organizations that have established their presence in a very short span of time in the field of IT/ITES.

This prestigious award is a feather in the cap for our Company and is a testimony of the effort and skill of our team.

For the third year in a row, Fourth Dimension Solutions Ltd. (FDS) has made it to the prestigious Fortune India Next 500 list of Indian midsize companies, with the IT/ITES infrastructure and Services Company ranked as 81st. FDS features at the top, ranking 1st in the Infotech Sector.

The Company is ranked along established names cutting across multiple sectors, highlighting the Managementâs commitment to deliver excellence year after year.

RISKS AND CONCERNS

This section lists forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these statements as a result of certain factors.

Economic Risk

A part of business is substantially dependent on the prevailing domestic economic conditions. Factors that may adversely affect Indiaâs economic growth that could affect the demand for IT products & services from the public sector include slowdown in the rate of implementation of digitization programs, inflation, changes in tax, trade, fiscal and monetary policies, scarcity of credit etc. Our revenues are highly dependent on Government E-governance projects, as well as on clients concentrated in certain industries. An economic slowdown or other factors that affect the economic health of the nation or those industries, or any other impact on the growth of such industries, may affect our business.

Competition Risk

This risk arises from more players wanting a share in the same pie. Like in most other industries, opportunity brings with itself competition. We face different levels of competition in each sector, from domestic as well as multinational companies. Intense competition in the market for technology services could affect our pricing, which could reduce our share of business from clients and decrease our revenues. However, FDS has established strong brand goodwill in the market and a strong foothold in a wide spectrum IT & ITes projects and services. We have built a strong relationship with key industry participants and as a result are able to obtain competitive commercial terms and operational advantages. We also counter this risk with the quality of our products, our customer-centric approach and our ability to innovate customer specific solutions, focusing on pricing and aggressive marketing strategy, disciplined and time bound order executions, coupled with prudent financial and human resources management and better control over costs. Thus, we do not expect to be significantly affected by this risk.

Trade Risk

Our engagements with customers are typically singular in nature and do not necessarily provide for subsequent engagements. Our business will suffer if we fail to anticipate and develop new services and enhance existing services in order to keep pace with rapid changes in technology and in the industries on which we focus. Disruptions in telecommunications, system failures, or virus attacks could negatively impact our operations and ability to provide our services and solutions, which could result in client dissatisfaction and a reduction in our revenues. A large part of our revenues is dependent on our top clients and the loss of any one of our major clients could significantly impact our business.

Given the projected growth in the Indian economy it is estimated that demand for our services will continue to rise steadily. The Company is further reducing its dependence on local by diversifying the sectors we cater to. Thus, we believe we have adequate mitigation in place for trade risk.

Regulatory Risk

If we are unable to obtain required approvals and licenses in a timely manner, our business and operations may be adversely affected. We require certain approvals, licenses, registrations and permissions for execution of projects as per contract stipulations. We may encounter delays in obtaining these requisite approvals, or may not be able to obtain such approvals at all, which may have an adverse effect on our revenues. However, the Government has come up with a number of initiatives to boost the sector. As all industry predictions suggest that this will be the trend in the future as well and given our own experience in obtaining such permissions, we do not expect this risk to affect us materially in the coming years.

Liability Risk

This risk refers to our liability arising from any damage to products, equipment, plant & machinery, life and third parties which may adversely affect our business. We may be liable to our clients for damages caused by the disclosure of confidential information, system failures, errors or unsatisfactory performance of services. We may be the subject of litigation which, if adversely determined, could harm our business. The Company attempts to mitigate this risk through contractual obligations and insurance policies.

Execution Risk

The Company has undertaken number of projects in the last year and several more are in the pipeline. Contracts are often conditioned upon our performance, which, if unsatisfactory, could result in lower revenues than previously anticipated. Some of our long-term client contracts contain benchmarking provisions which, if triggered, could result in lower future revenues and profitability under the contract. Our increasing work with governmental agencies may expose us to additional risks. Any delay in project implementation can impact revenue and profit for that period. Our implementation schedules are in line with the plans. Emergency and contingency plans are in place to prevent or minimize business interruptions. Therefore, we do not expect this risk to affect us materially in the future. Concerns such as an unfavourable tax structure, infrastructure bottle-necks, retaining talent and unprecedented natural and man-made disasters and political/social turmoil which may affect our business, remain. However, these are threats faced by the entire industry. With superior methodologies and improved processes and systems, the Company is well positioned to lead a high growth path.

OPPORTUNITIES & THREATS

The Government has announced major initiatives to promote IT and ITes sector in India.

1. "The Government is transforming method of disposal of its business by introduction of e-office and other e-governance initiatives in central Ministries and Departments.

2. The initiatives include a web-based Government Integrated Financial Management Information System (GIFMIS), administered by Controller General of Accounts, for budgeting, accounting, expenditure and cash management for more effective fiscal management of Government.

3. In order to provide one stop services for depositing fees, fines and other non-tax dues into Government account, a Non Tax Receipt Portal will also be set up.

4. Another project called âe-Vidhanâ will digitize and make the functioning of all State Legislatures paperless.

5. The Budget document also referred to existing projects such as the Central Public Procurement Portal which already has around 3.5 lakh contractors and vendors registered. In November, 2017 alone, electronic bids for over one lakh tenders valued at around two lakh

6. Forty thousand crore were invited through this portal. Similarly, the third version of the Government E-Marketplace (GeM) has been launched last week. The platform has 7,800 buyers, 5600 sellers, 375000 products and twelve services so far.

7. While projects such as E-Courts will bring about universal computerization of all Districts and Subordinate Courts, a National Judicial Data Grid will provide an online platform for information relating to judicial proceedings and decisions from over sixteen thousand computerized Courts and Subordinate Courts in the country

Your Company is confident to successfully procure eligible business and execute projects in a timely fashion. Your Company have made adequate provisions to cover risks arising from our business activities. However, there are concerns such as a downturn in economic activity, change in the governmentâs technology and digital policy, cancellation and delay in contracts, non- adherence to contract clauses by counter parties which may have a negative impact on our line of business which is beyond our immediate control.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

Your Company have sufficient mechanism to ensure the effectiveness of the internal control system and their adequacy pertaining to financial reporting have disclosed to the auditors and the audit committee, deficiencies in the design or operation of such internal controls, if any, of which they are aware and the steps they have taken or propose to take to rectify these deficiencies. No significant change in internal control over financial reporting including accounting policies during the year under reference and that the same have been disclosed in the notes to the financial statements; Your Company had not encountered or been aware of any instance during the year of significant fraud of which have become aware and the involvement therein, if any, of the management or an employee having a significant role in the companyâs internal control system over financial reporting.

HUMAN RESOURCES

The Companyâs HR philosophy is to establish and build a high performing organization, where each individual is motivated to perform to the fullest capacity to contribute to developing and achieving individual excellence and departmental objectives and continuously improve performance to realize the full potential of our personnel.

During the year, your Company has focused to build capabilities and align it with the strategy for future growth. The Companyâs operations are being handled by qualified and competent personnel. Our success depends largely upon our highly-skilled technology professionals and our ability to hire, attract, motivate, retain and train these personnel. The Company continued with its intensive training and development efforts to promote and develop a talent pipeline for the industry. Effective HRM is vital for the attainment of the Companyâs goals. The Company believes that employees are the heart of organization and they constitute the primary source of sustainable competitive advantage. Relations among all the employees of the Company remained cordial and harmonious.

OUTLOOK

IT/ITES sector is one of the fastest growing sectors in the country and the government has taken various initiatives to promote further investments in the sector. Programs such as Digital India, Smart Cities, BharatNet, e-governance etc. are putting technology at the core of policy measures and catalysing growth for infrastructure services, user-support services and more integrated solutions.

This has been very encouraging for our industry. Your Company is focused towards reshaping portfolios to address changing market dynamics and achieving the strategic objectives. To make our overseas presence more impactful we will continue to enhance our investments in order to achieve a market leading position. Your Company is focused on strengthening infrastructure, improving operational excellence, implementing best practices, and enhancing network productivity.

The focus of the Company is to continue to deliver value to our clients; to contribute to the drive of the nation; give career & growth opportunities to our employees and grow profitability ultimately leading to maximization of shareholder value & return.

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 and Generally Accepted Accounting Principles in India. Please refer Directorsâ Report in this respect.

PERFORMANCE HIGHLIGHTS

Authorised Capital: Rs. 35,00,00,000/

Paid-up Capital : Rs.21,78,40,000/-

Your Company strives most to admired and recognized companies in the ITes Industry.

CORPORATE GOVERNANCE

As per the applicable provisions of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Corporate Governance Report has been given in this Report is annexed as Annexure V. A certificate from auditors confirming compliance with the conditions of Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure VI.

Good Governance & Management Practices

At FDSL, Corporate Governance is more than just adherence to the Statutory & Regulatory requirements. It is equally about focusing on voluntary practices that underlie the highest levels of transparency & propriety.

DEPRICIATION AND AMORTIZATION

The Company had followed WDV method on its assets the rates prescribed under the Part C of the Schedule II of the Companies Act, 2013, Intangible fixed assets stated at cost less accumulated amount of amortization.

VIGIL MECHANISM

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the companyâs Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. However your Company being listed on SME Exchange - âNSE Emergeâ is exempt under Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

EVALUATION OF THE BOARDâS PERFORMANCE

In compliance with the Companies Act, 2013 and Regulation 17(10) of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, Your Company being listed on SME Exchange - âNSE Emergeâ is exempt under Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

RISK MANAGEMENT POLICY

The Company has business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company and its subsidiary at various levels including the documentation and reporting. During the period under review, the Company has not identified any element of risk which may threaten its existence or are very minimal.

POLICIES

Your Company promote and adhere the highest level of ethical standards in the business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (http://fdsindia.co.in/policies.html). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2018, 100.00% of the share capital stands dematerialized.

LISTING

The equity shares of your Company are listed with the National Stock Exchange - SME Platform âEMERGEâ.

COMPANY CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE "SENSITIVE INFORMATION (UPSI)

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair disclosure of unpublished price sensitive information (UPSI), is available on our website (http://fdsindia.co.in/beta/docs/Regulation_8(Annexure%20 I)pdf)

CORPORATE SOCIAL RESPONSIBILITY

Your Company, CSR initiatives are on the focus areas approved by the Board and CSR Committee for the benefit of the community. Your Company affirm to the CSR Policy, as approved by the Board & implemented in last year and the CSR Committee monitors the implementation of CSR Projects and activities in compliance with your Company CSR objectives. In last Financial year, the company has expended Rs. 20,00,000/- out of 35,50,000/- and during the year, your company is in the process of identifying and evaluating projects which were in line with the vision of your company and CSR policy, as such all project normally go through detailed evaluation process and assessed under agreed vision. However, given the facts that the projects were still under the evaluation strategy and vision, your company could not spend the allocated amount. The CSR activities are scalable with few new initiatives that may be considered in future and moving forward the Company will endeavour to spend the complete amount on CSR activities in accordance with the statutory requirements. The responsibility statement of the CSR Committee, that the implementation and monitoring of CSR Policy are in compliance with CSR objectives and Policy of the Company, shows our commitment towards the same.

The deficit Contribution of your Company during the previous year was 16,50,000/- to âPresidium Educational & Charitable Trustâ (PECT) a NGO, a registered Trust under the Trust Act, 1882 vide Registration No. 56 and is established on 16th January, 2012 under Corporate Social Responsibility (CSR) for project âEducation for Allâ under activities as specified in Schedule VII of the Companies Act, 2013. The said contribution to this project is in phase manner and PECT had not yet raised the remaining contribution.

As per the Companies Act, 2013, all companies having a net worth of Rs. 500 crore or more, or a turnover of Rs. 1,000 crore or more or a net profit of Rs. 5 crore or more during any financial year are required to constitute a CSR committee of the Board of Directors comprising three or more directors, at least one of whom should be an independent director. All such companies are required to spend at least 2% of the average net profits of their three immediately preceding financial years on CSR-related activities.

Composition of Corporate Social Responsibility Committee

Mrs. Namita Mukherjee

Chairperson

Mr. Amalendu Mukherjee

Member

Mr. Prashant Kumar Gupta

Member

Accordingly, the Company was required to spend Rs. 57,41,788/- towards CSR activities during the year, the company had made provision for contribution to CSR. The annual report on our CSR activities is appended as Annexure VIII to the Boardâs report.

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

The Company has in place a Sexual Harassment of woman at workplace (Prevention Prohibition and Redressal) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up at location/offices where the Company operates to redress complaints received regarding sexual harassment. All person including organizational non organizational (permanent, contractual, temporary, trainees) are covered under this policy.

Report of the committee in respect of Complaints received during the year under the year under the Prevention of Sexual Harassment at the Workplace Act, 2013 and Rules framed there under as per Section 21 of the Act:

Annual Report for the year under Section 21 of Prevention of Sexual Harassment at the Workplace Act of 2013.

a. No. of Complaints received during the year: NIL

b. No. of Complaints disposed off during the year: NIL

c. No. of Cases pending for more than 90 days: NIL

CORPORATE GOVERNANCE

Your Company is committed to the principle of good Corporate Governance practices and it conducts its business and deals with its stakeholders in the same way. Your Companyâs Corporate Governance practices are aimed at having systems and procedures that ensure transparency, accountability and integrity which maintain an appropriate balance between the Directors and the Management. These practices include timely and accurate disclosure of information regarding the operational and financial performance of the Company to not only the investors, but also your Companyâs customers, creditors, employees and the society at large. Your Company strongly believes that adhering to such a high level of corporate governance practices go a long way in establishing the credibility of the Company and create significant long term value for all its stakeholders.

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors affirm:-

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

b) 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 and of the profit and loss of the company for that period;

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

d) the directors had prepared the Annual Accounts on a going concern basis;

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS

M/s. BAS Associates, Chartered Accountants, (Firm Registration No. 015871N) had been appointed to fill the casual vacancy in the office of Companyâs Statutory Auditor caused due to resignation of the existing Statutory Auditors M/s. Sain Kanwar & Associates., Chartered Accountants, New Delhi and they shall hold the office until the conclusion of the ensuing Annual General Meeting of the Company to be held for the financial year ending on 31st March, 2018.

The Board of Directors of the Company had recommended the appointment of M/s. Sumit Gupta & Co. Chartered Accountants, (Firm Registration No. 022622N), as Statutory Auditor of the Company in its meeting held on 01st September, 2018 and that the said firm of Statutory Auditors has confirmed that if appointed, their appointment will be within the limits of Section 139 and 141 of the Companies Act, 2013 and the Board of Directors proposes the members of the Company in their meeting should make the appointment of the auditors. The Board recommends the appointment of M/s. Sumit Gupta & Co. Chartered Accountants, (Firm Registration No. 022622N) as Auditors of the to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of the Twelfth Annual General Meeting of the Company to be held in the year 2023 and fixation of their remuneration by the shareholders at the forthcoming Annual General Meeting.

The Auditorsâ Report for fiscal 2018 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report. The emphasis on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

M/s. Atiuttam Singh & Associates, Practicing Company Secretaries, were appointed to conduct the secretarial audit of the Company for the financial year 2018-19, as required under section 204 of the Companies Act, 2013 and the rules thereunder. The secretarial audit report for the financial year 2017-18 forms the part of the Annual Report as Annexure IV to the Board Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

The Board has appointed M/s. Atiuttam Singh & Associates, Practising Company Secretaries, as Secretarial Auditor of the Company for fiscal 2018.

MANAGEMENT REPLY ON SECRETARIAL AUDIT REPORT

Delay in Payment of Dues: -

There are delays in the payment of income tax, Goods and Service Tax & Provident Fund, however, with the improved business environment and particularly in the challenging IT & E-Governance Industry, the Company will be able to meet its obligations in time. The Management is hopeful and committed to their level best to streamline the same in future.

Delay in Form Filling: -

The Company is a law-abiding entity and is an endeavour to file all required forms and returns with the Registrar in time. However, there have been few delays which the management ensures to take care in future

AUDITOR CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditorsâ certificate on Corporate Governance is enclosed as Annexure VI to the Boardâs report. The auditorsâ certificate for Financial Year 2017-18 does not contain any qualification, reservation or adverse remark.

COST AUDIT

The Cost Audit is not applicable to your Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year under review, such controls were tested and no reportable material weakness in the design or operation were observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186

During the year your Company not provided loans and Investments as prescribed under section 186 of Companies Act, 2013 and Rules made thereunder.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review no contract or arrangements were entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act and Regulation 23 of the SEBI (Listing Obligations Disclosure Requirements) Regulations 2015. Form AOC-2 attached with the Boardâs Report as Annexure III.

PARTICULARS OF EMPLOYEES

The ratio of remuneration of each director to the median of employeesâ remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boardâs report (Annexure VII).

A statement containing the names of every employee posted in India throughout the financial year and in receipt of a remuneration of Rs. 1 crore and 2 lakh or more, or posted for part of the year and in receipt of Rs. 8.5 lakh or more a month, under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Boardâs Report (Annexure VII). The details of employees posted outside India can be made available on request.

GREEN INITIATIVE

In view of the tribute to the Mother Nature, we are publishing only the statutory disclosures in the printed version of the Annual Report. Electronic Copy of the Annual Report 2017-18 and Notice of the 7th Annual General Meeting are sent to the members whose email address are registered with the Company/ Depository Participant(s). For the members who have not registered their email address, physical copies are sent in the permitted mode.

ACKNOWLEDGEMENTS

Your Directors place on record their appreciation for the contributions made by employees towards the success of your Company. Your Directors gratefully acknowledge the co-operation and support received from the shareholders, customers, vendors, bankers, regulatory and Governmental authorities.

For and on Behalf of the Board of Directors

Sd/- Sd/-

Amalendu Mukherjee Namita Mukherjee

Date:01.09.2018 Managing Director Director

Place: New Delhi DIN: 03544485 DIN:06561265

Mar 31, 2016

Your Directors have pleasure in submitting their 5th Annual Report together with the Audited standalone & consolidated financial statement for the year ended on 31st March, 2016.

Financial Highlights & Review of Operations: (Rs. in lakhs)

Particulars	Standalone for financial year ended on 31st March		Consolidated for financial year ended on31st March
	2016	2015	2016	2015
Revenue from operations	140,153.56	65,163.85	140,180.76	65,186.16
Other income	244.71	67.76	244.72	67.76
Total revenues	140,398.27	65,231.61	140,425.48	65,253.92
Cost of Material Consumed	138,350.15	71,386.51	138,366.93	71,402.49
Change in inventories of finished goods	(7,795.67)	(10,108.28)	(7,795.68)	(10,108.28)
Employee benefit expense	1,982.29	857.41	1,989.49	859.81
Finance costs	2,353.53	60.25	2,353.54	60.25
Depreciation and amortization expense	370.18	193.97	370.18	193.97
Other expenses	2,059.75	865.75	2,061.90	868.82
Total expenses	137,320.23	63,255.61	137,346.36	63,277.06
Profit before tax	3,078.04	1,976.00	3,079.12	1,976.86
Tax expense	1,070.38	679.61	1,070.73	679.90
Profit for the year	2,007.66	1,296.39	2,008.39	1,296.96
Basic Earnings Per Share (In Rs.)	33	129	33	129
Diluted Earnings Per Share (In Rs.)	33	129	33	129

REVIEW OF BUSINESS OPERATIONS

Your Companyâs standalone total revenue for the current financial year 2015-16 has increased to Rs. 1403.98 Crores from the previous financial year of Rs. 652.32 Crores. Similarly the Companyâs Standalone total profit for the current financial year 2015-16 has increased to Rs. 20.08 Crores from the previous financial year of Rs. 12.96 Crores. Your Directors assured that Companyâs revenue and profit will be increased, year by year on regular basis.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

Your Directors are optimistic about companyâs business and hopeful of better performance with increased revenue in coming year. There was no change in the nature of business of Company.

DIVIDEND

No Dividend was declared for the current financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

TRANSFER TO RESERVES

Your Company has not made any transfer to reserve during the Financial Year 2015-16. However profit for the year is shown as surplus under the head Reserve & Surplus during the financial year 2015-16.

SHARES

During the year under review, the company has undertaken following transactions:

Increase in Authorized Capital	Increase in Share Capital [IPO]	Buy Back of Securities	Sweat Equity	Bonus Shares	Employees Stock Option Plan
Nil	28,920,000	Nil	Nil	60,000,000	Nil

Share Capital

A) Issue of equity shares with differential rights

Your Company had not issued equity shares with differential rights for the financial year as provided in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

B) Issue of sweat equity shares

Your Company had not issued sweat equity shares for the financial year as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

C) Issue of employee stock

Your Company had not issued employee stock option for the financial year as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

D) Provision of money by company for purchase of its own shares by employees or by Trustees for the benefit of employees: N.A.

MATERIAL Changes DURING The FINANCIAL YEAR

Increase in the Paid up Share Capital

- Bonus Issue

Your company allotted by way of bonus Issue 60, 00,000 (Sixty Lakhs) equity shares of Rs. 10/- each in the ratio of 3:1, fully paid up by capitalization of Reserves on 7th September 2015, to the member of the company, during the financial year under review.

- Initial Public Offer

Your Company allotted 28,92,000 (Twenty Eight Lakhs Ninety Two Thousand) equity shares of Rs. 10/- each at a premium of Rs. 20 each to the subscribers of shares of the Company at Initial Public Offer, during the financial year under review.

Conversion of Company

Your Company is converted into Public Limited Company w.e.f. 25th May, 2015.

Listing with âNSE-EMERGEâ

During the year under review, your company got listed at SME platform of National Stock Exchange of India Ltd. i.e. NSE- EMERGE.

MATERIAL CHANGES, IF Any, AFTER THE END OF FINANCIAL Year

Purchase of shares of En pocket Services (India) Private Limited. Your Company purchased 10,000 (100%) equity shares at the rate of Rs. 3,900/- (Rupees Three Thousand Nine Hundred only) each of En pocket Services (India) Private Limited, a wholly owned subsidiary of Nokia Investment OY, Finland.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, the changes in the Directors and Key Managerial Personnel are herein below.

The Board in its meeting held on 01st April, 2015 appointed Mr. Bibekananda Mukherjee and Ms. Preeti Puri, as an Additional Director and as Company Secretary & Compliance Officer, of the Company respectively, with immediate effect.

During the year under review, Mr. Amalendu Mukherjee and Mrs. Namita Mukherjee were appointed as Managing Director and Whole-Time Director of the Company respectively w.e.f., 1st April 2015.

The Board consists of executive and non-executive directors who have wide and varied experience in different disciplines of corporate, in order to further strengthen the Board, The Board in its meeting held on 10th August, 2015 appointed Mr. Vijay Kumar Tiwari, Mr. Anant Prakash and Mr. Prashant Kumar Gupta as an Additional Directors of the Company with immediate effect and were appointed as Independent Director of the Company in the 4th Annual General Meeting of the Company held on 07.09.2015 for a period of 5 years from the date of Annual General Meeting.

.During the year under review, Ms. Preeti Puri, resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f., 18th June, 2015.

.During the year under review, Ms. Chavvi Gupta is appointed as a Company Secretary & Compliance Officer of the Company w.e.f., 25th June 2015 and resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f., 01.03.2016.

.During the year under review, Mr. Deepak Kumar Kaushal is appointed as a Company Secretary & Compliance Officer of the Company w.e.f., 10.03.2016

.During the year under review, Mr. Mukesh Mishra was designated as a Chief Financial Officer of the Company on 07.09.2015 and resigned from the post of Chief Financial Officer on 02.11.2015.

.During the year under review, Mr. Mahesh Rajdev was appointed as a Chief Financial Officer of the Company on 05.11.2015.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr. Namita Mukherjee, Whole time Director, and Mr. Bibekananda Mukherjee, Director, of the Company, will retire by rotation at the ensuing AGM of your Company and being eligible offer them self for reappointment. The Board of Directors of the Company has recommended their re-appointment.

companyâs policy relating to directors appointment, payment of remuneration and DISCHARGE OF THEIR DUTIES

During the year under review, the Company had constituted Nomination and Remuneration Committee. The Constitution of the Nomination and Remuneration Committee is as per the provisions of Section 178 of the Companies Act, 2013. As per the current policy the Company Board is an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2016, the Board consists of six Directors, two of whom are executive, one non-executive and three are independent directors. The meets the criteria policy of the Company on directorsâ appointment and remuneration, including criteria as required under subsection (3) of Section 178 of the Companies Act, 2013 for determining qualifications, positive attributes, independence of a director and other matter. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY THE INDEPENDENT DIRECTORS

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return in form MGT-9, pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure I and is attached to this Report.

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

A. Conservation of Energy

Your Company is engaged in business of sale and services of IT and ITes Related products, providing e-governance services and such operations do not require substantial Electricity, Gas & Steam, and Power, Water or any other kind of energy consumption. However, the Company is taking all possible measures to conserve the energy.

(i) The steps taken or impact on conservation of energy; N.A.

(ii) The steps taken by the Company for utilizing alternate sources of energy; N.A.

(iii) The capital investment on energy conservation equipmentâs; N.A.

B. Technology Absorption and Research & Development

The Company has not incurred any expenditure on Research & Development. Your Company has not imported technology during the last 4 years reckoned from the beginning of the financial year.

(i) The efforts made towards technology absorption; N.A.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

(a) The details of technology imported; N.A.

(b) The year of import; N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A.

(iv.) The expenditure incurred on Research and Development.N.A.

C. Foreign Exchange Earnings and Outgo

Your Company has earned in Forex equivalent to Rs. 17.45 Crores. However your Company has spent Rs. 21.69 Crores on import of goods and Rs. 1.57 Crores on tour and travel during the financial year under review.

BOARD MEETINGS

The Board of Directors duly met Twenty-Six (26) times during the financial year 2015-16 and in respect of all the proceedings was properly recorded.

SN	Date	SN	Date	SN	Date
1.	01.04.2015	2.	15.04.2015	3.	17.04.2015
4.	27.04.2015	5.	01.05.2015	6.	05.05.2015
7.	12.05.2015	8.	25.05.2015	9.	27.05.2015
10.	01.06.2015	11.	20.06.2015	12.	25.06.2015
13.	01.07.2015	14.	07.07.2015	15.	15.07.2015
16.	24.07.2015	17.	03.08.2015	18.	10.08.2015
19.	11.08.2015	20.	07.09.2015	21.	21.09.2015
22.	02.11.2015	23.	20.11.2015	24.	17.12.2015
25.	11.01.2016	26.	10.03.2016

COMMITTEES OF THE BOARD

Currently, the Board has five committees: the Audit Committee, the Executive Committee, the Shareholder Relationship Committee, the Nomination & Remuneration Committee and the Corporate Social Responsibility Committee. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance report as Annexure V and is attached to this Report.

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any Deposit under Schedule V of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

The details relating to deposits, covered under Chapter V of the Act,-

(a) The Company have not accepted deposit during the year; N.A.

(b) Remained unpaid or unclaimed as at the end of the year; N.A.

(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved- N.A.

(i) At the beginning of the year; N.A.

(ii) Maximum during the year; N.A.

(iii) At the end of the year; N.A.

.The details of deposits which are not in compliance with the requirements of Chapter V of the Act; N.A.

CORPORATE GOVERNANCE

SUBSIDIARY ASSOCIATES AND JOINT VENTURES

M/s. Thumb speed Tech Solutions Private Limited is wholly owned subsidiary company. A separate statement containing the salient features of Financial Statements of Subsidiary of your Company i.e., M/s. Thumb speed Tech Solutions Private Limited, forms a part of consolidated financial statement in terms of Section 129 of the Companies Act, 2013. The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office.

M/s. Thumb speed Tech Solutions Private Limitedâs/s. Thumb speed Tech Solutions Private Limited (Previously known as Thumb speed Software Solutions Private Limited) became wholly owned subsidiary of the Company, during the year under review. Previously it was a subsidiary of M/s. Nokia Inc. M/s. Thumb speed Tech Solutions Private Limited is engaged in IT related business.

During the year under review, the total revenue M/s. Thumb speed Tech Solutions Private Limited has increased to Rs. 2,720,630/- from previous financial year Rs. 2,231,250/- and net profit after tax for the current financial year 2015-16 has increased to Rs. 72,422/- from the previous financial year of Rs. 56,229/-.

PERFORMANCE AND FINANCIAL POSITION OF THE subsidiary

The statement containing the features of the financial statements of Thumb speed Tech Solutions Private Limited under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 is being attached with the Boardâs Report in Form AOC-1 as Annexure II and the forming part of the Boardâs Report.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statement, comprising of the Company and its subsidiary form part of this Report. The Auditorsâ Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Financial Statement has been prepared in accordance with the applicable Accounting Standards and in compliance with the applicable provisions of the Companies Act, 2013 other applicable provisions.

DEPRICIATION AND AMORTIZATION

vigil mechanism

The Company has a vigil mechanism for Directors and Employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the companyâs Code of Conduct. The mechanism provides for adequate safeguards against victimization of Directors and employees who avail the mechanism. In exceptional cases, Directors and employees have direct access to the Chairman of the Audit Committee. However youâre Company being listed on SME Exchange - âNSE Emergeâ is exempt under Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

EVALUATION OF THE BOARDâS PERFORMANCE

RISK MANAGEMENT POLICY

POLICIES

Your Company promotes and adhere the highest level of ethical standards in the business transactions. The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (http://fdsindia.co.in/policies.html). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI), on September 2, 2015, issued SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the aim to consolidate and streamline the provisions of the Listing Agreement for different segments of capital markets to ensure better enforceability. The said regulations were effective

December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company entered into Listing Agreement with the National Stock Exchange of India Limited on 21st January 2016.

DEMATERIALISATION OF SHARES

The shares of your Company are being traded in electronic form and the Company has established connectivity with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the Depository system, Members are requested to avail the facility of dematerialization of shares with either of the Depositories as aforesaid. As on March 31, 2016, 100.00% of the share capital stands dematerialized.

LISTING

The equity shares of your Company are listed with the National Stock Exchange - SME Platform âEMERGESâ.

COMPANY CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION (UPSI)

CORPORATE SOCIAL RESPONSIBILITY

The Contribution of your Company during the year under Corporate Social Responsibility (CSR) initiatives is through a NGO âInnovative Educational & Welfare Societyâ (IEWS) registered society under the Society Registration Act, 1860 vide Certificate of Registration No. 45535 of 2003 and is established for more than 13 years. Your Company is supporting the Projects Smart of IEWS on promoting education, art and culture and rural development projects. IEWS through its project smart is supporting list of institution including special schools, parent groups, schools having special students by providing educational software and computer peripherals such as printers for better and advance education.

Composition of Corporate Social Responsibility Committee

Mrs. Namita Mukherjee Chairperson

Mr. Amalendu Mukherjee Mr. Prashant Kumar Gupta

Accordingly, the Company was required to spend Rs. 10,56,531/- towards CSR activities, out for which the Company had donated 300 units of RICOH AFICIO RSP LASER Printer SP 100 SU total amounting to Rs. 11,34,000/- towards Project Smart having activities as specified in Schedule VII of the Companies Act, 2013 At the consolidated level, the total expenditure on CSR activities, as specified in Schedule VIII

of the Companies Act, 2013, was Rs. 11,34,000/The annual report on our CSR activities is appended as Annexure VIII to the Boardâs report.

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

The Company has in place a Sexual Harassment of woman at workplace (Prevention Prohibition and Redresses) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redresses) Act, 2013. Internal Complaints Committee (ICC) has been set up at location/offices where the Company operates to redress complaints received regarding sexual harassment. All person including organizational non organizational (permanent, contractual, temporary, trainees) are covered under this policy.

-Annual Report for the year under Section 21 of Prevention of Sexual Harassment at the Workplace Act of 2013.

a. No. of Complaints received during the year: 1

b. No. of Complaints disposed off during the year: 1

c. No. of Cases pending for more than 90 days: NIL

AWARD AND RECOGNISITIONS

Your Companyâs strives to focus on customer delight and commitment towards customer satisfaction resulting in the few award and recognition recorded and received by your Company.

SN	AWARD AND RECOGNISITIONS	DATE
1	Your Company received certificate of registration as CMMI-DEV V.1.3, Maturity Level 5 vide Registration No.: QSA-1502373	07.02.2015
2	Your Company received certificate of ISO/IEC 20000-1:2011 vide Certificate No.: GACB1840	12.11.2014
3	Your Company received certificate from NSICL in relation to the Government Purchase Enlistment Certificate vide Registration No.: NSIC/GP/DEL/2014/0008386	29.10.2014
4	Your Company received certificate of ISO 9001:2008 vide Certificate No.: GACB1713	14.07.2014
5	Your Company received certificate of ISO 14001:2015 vide Certificate No.: 1617/EMS/ CCXIX	13.07.2016
6	Your Company received certificate of ISO 27001:2013 vide Certificate No.: 1617/ISMS/ CCXVII	13.07.2016
7	The Company has been ranked 371 among THE NEXT 500 Indiaâs Top midsize Companies by Fortune India Magazine and ranked 8 in InfoTech Segment Companies.	22.06.2016
8	Sarthi SME Excellence Award 2016 (Business Performance-Platinum)

CORPORATE GOVERNANCE

DIRECTORSâ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors affirms:-

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

b) 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 and of the profit and loss of the company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the Annual Accounts on a going concern basis;

e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

AUDITORS STATUTORY AUDITORS

The Chairman proposed to the Board of Directors that the Auditors of the Company, M/s. Sain Kanwar & Associates, Chartered Accountants, (Firm Registration No. 018023N) would retire at the conclusion of the forthcoming Annual General Meeting of the Company and that the said firm of Statutory Auditors has confirmed that if reappointed, their appointment will be within the limits of Section 139 and 141 of the Companies Act, 2016. He further proposed that the members of the Company in their meeting should make the appointment of the auditors. The Board discussed and recommended the appointment of M/s. Sain Kanwar & Associates, Chartered Accountants, (Firm Registration No. 018023N) as Auditors of the Company for the financial year 2016-17 and fixation of their remuneration by the shareholders at the forthcoming Annual General Meeting.

The Auditorsâ Report for fiscal 2016 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITORS

M/s. Atiuttam Singh & Associates, Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under section 204 of the Companies Act, 2013 and the rules there under. The secretarial audit report for the financial year 2015-16 forms the part of the Annual Report as Annexure IV to the Board Report. The Secretarial Audit report does not contain any qualification, reservation or adverse remark.

The Board has appointed M/s. Atiuttam Singh & Associates, Practicing Company Secretaries, as Secretarial Auditor of the Company for fiscal 2017.

AUDITOR CERTIFICATE ON CORPORATE GOVERNANCE

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditorsâ certificate on Corporate Governance is enclosed as Annexure VI to the Boardâs report. The auditorsâ certificate for Financial 2015-16 does not contain any qualification, reservation or adverse remark.

COST AUDIT

The Cost Audit is not applicable to your Company.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

During the year under review, such controls were tested and no reportable material weakness in the design or operation was observed.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186

During the year your Company not provided loans and Investments as prescribed under section 186 of Companies Act, 2013 and Rules made there under.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review no contract or arrangements were entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act and Regulation 23 of the SEBI (Listing Obligations Disclosure Requirements) Regulations 2015 except as mentioned in the note no. 27 of the notes to accounts of the Company. Form AOC-2 attached with the Boardâs Report as Annexure III.

PARTICULARS OF EMPLOYEES

GREEN INITIATIVE

In view of the tribute to the Mother Nature, we are publishing only the statutory disclosures in the printed version of the Annual Report. Electronic Copy of the Annual Report 2015-16 and Notice of the 5th Annual General Meeting are sent to the members whose email addresses are registered with the Company/ Depository Participant(s). For the members who have not registered their email address, physical copies are sent in the permitted mode.

ACKNOWLEDGEMENTS

For and on Behalf of the Board of Directors

Sd/- Sd/-

Amalendu Mukherjee Namita Mukherjee

Date: 27.08.2016 Managing Director Whole-time Director Place: New Delhi DIN: 03544485 DIN: 06561265

Mar 31, 2015

Board Report

To the Members,

The Directors have pleasure in submitting their 4^th Annual Report together with the Audited standalone & consolidated financial statement for the year ended on 31^st March, 2015.

FINANCIAL HIGHLIGHTS & REVIEW OF OPERATIONS:

(Rs. in lakhs)

Revenue from operations	Standalone for financial year ended on 31st March		Consolidated for financial year ended on 31st March 2015
	2015	2014	Consolidated for financial year ended on 31st March 2015
	65163.85	13652.30	65186.16
Other income	67.76	4.77	67.76
Total revenues	65231.61	13657.07	65253.92
Cost of Material Consumed	71386.50	13469.70	71402.49
Change in inventories of finished goods	(10108.28)	(236.24)	(10108.28)
Employee benefit expense	857.40	129.93	859.80
Finance costs	60.24	4.2	60.24
Depreciation and amortization expense	193.96	7.2	193.96
Other expenses	865.75	227.22	868.82
Total expenses	63255.60	13602.11	63277.06
Profit before tax	1976.00	54.96	1976.86
Tax expense	679.61	17.10	679.90
Profit for the year	1296.39	37.85	1296.96
Basic Earnings Per Share (InRs.)	129	379	129
Diluted Earnings Per Share (In Rs.)	129	379	129

Your Company''s total revenue for the current financial year 2014-15 has increased to Rs. 652.31 Crores from the previous financial year of Rs. 136.52 Crores. Similarly the Company''s total profit for the current financial year 2014-15 has increased to Rs. 12.96 Crores from the previous financial year of Rs. 0.37 Crores.

STATE OF COMPANY''S AFFAIRS

- M/s.FOURTH DIMENSION SOLUTIONS LIMITED

Your company is a CMMI level 5 company managed by experienced IT, Marketing and Administration Professionals. Your Company engaged in the business of IT and ITes related products and services.

Your company also empanelled in the various E-governance activities of Central Government and State Government.

Your company expanding its business activities in very wide and diversified area i.e.:

IT Infrastructure Solutions & Services

- IT facilities management services

- e-governance activities

- AMC Services

- Data digitalization

- Professional Services entry level and high skilled resources in different technologies

- Implementation of configuration services for computing and network pieces

- Network & Security Optimization

- Server & Storage Consolidation

IT Procurement Service

- Hardware and Software

- IT-Products-sales, support & service

Operating Outsourcing

- Project and program management

- Printing Solution

- Manpower Outsourcing

- Document & Records Management Services

- Internet and web marketing

- Front & Back Office Operations

- M/s. Thumbspeed Tech Solutions Private Limited

M/s. Thumbspeed Tech Solutions Private Limited (Previously known as Thumbspeed Software Solutions Private Limited) became wholly owned subsidiary of the Company, during the year under review. Previously it was a subsidiary of M/s. Nokia Inc. M/s. Thumbspeed Tech Solutions Private Limited is engaged in IT related business.

During the year under review, M/s. Thumbspeed Tech Solutions Private Limited has recorded total revenue of Rs. 22,31,250/and net profit after tax is Rs. 56,229/-.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

Your Directors are optimistic about company''s business and hopeful of better performance with increased revenue in next year. There was no change in the nature of business of Company.

DIVIDEND:

No Dividend was declared for the current financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

TRANSFER TO RESERVES

Your Company has not made any transfer to reserve during the Financial Year 2014-2015. However profit for the year is shown as surplus under the head Reserve & Surplus during the year 2014-2015.

During the year under review, the company has undertaken following transactions:

( Rs. in lakhs)

Increase in

Authorized Capital

Increase in Share

Capital

[Right Issue]

Buy Back of

Securities

Sweat Equity

Bonus Shares

Employees

Stock Option

Plan

249,900,000

19,900,000

Nil

Share Capital A) Issue of equity shares with differential rights

Your Company had not issued equity shares with differential rights for the financial year as provided in rule 4 (4) of Companies (Share Capital and Debentures) Rules, 2014.

B) Issue of sweat equity shares

Your Company had not issued sweat equity shares for the financial year as provided in rule 8 (13) of Companies (Share Capital and Debentures) Rules, 2014.

C) Issue of employee stock

Your Company had not issued employee stock option for the financial year as provided in rule 12 (9) of Companies (Share Capital and Debentures) Rules, 2014.

D) Provision of money by company for purchase of its own shares by employees or by Trustees for the benefit of employees: N.A. MATERIAL CHANGES DURING THE FINANCIAL YEAR Addition in Object Clause

Your Company incorporates some business activities in main objects of Memorandum of Association of the Company for establishing its presence in diversified area i.e. e-governance related activities, trading in IT related products and services, Manpower supply including requirement & placement and training & development.

Increase in Authorized Share Capital

Your Company increased itâs authorized share capital from Rs.1 lac to Rs. 25 crores during the year under review.

Increase in the Paid up Share Capital

Your company allotted 9,90,000 equity shares at par and 10,00,000 equity shares at a premium of Rs. 20 each to Mr. Amalendu Mukherjee, member of the company during the year under review.

Adoption of Article of Association

Your Company adopted by way of special resolution passed at the extra-ordinary general meeting held on 22^nd August 2014. A new set of the article of association of the Company as per the provisions of Companies Act, 2013 and rules made there under.

MATERIAL CHANGES IF ANY, AFTER THE END OF FINANCIAL YEAR Conversion of Company

Your Company is converted into Public Limited Company w.e.f., 25th May, 2015.

Listing with "NSE-EMERGE"

Your Board of Directors proposes to list your company at SME platform of National Stock Exchange of India Ltd. i.e. NSE. EMERGE

Bonus Issue

Your Company proposes to capitalize its profits and recommend to the members in the forthcoming Annual General Meeting for the issue of equity shares in the ration of 3:1 by way of Bonus Issue.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were no changes in the Directors and Key Managerial Personnel.

However, the Board in its meeting held on 01^st April, 2015 appointed Mr. Bibekananda Mukherjee and Ms. Preeti Puri, as an Additional Director and as Company Secretary & Compliance Officer, of the Company respectively,w.e.f., 01^st April, 2015.

Mr. Amalendu Mukherjee and Mrs. Namita Mukherjee were appointed as Managing Director and Whole-Time Director of the Company w.e.f., 1^st April 2015 respectively.

During the year under review, Ms. Preeti Puri, resigned as Company Secretary & Compliance Officer of the Company w.e.f., 18^th June, 2015.

Ms. Chavvi Gupta is appointed as Company Secretary & Compliance Officer of the Company w.e.f., 25^th June 2015.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mrs. Namita Mukherjee, Whole time Director, of the company, will retire by rotation at the ensuing AGM of your Company and being eligible offer herself for re-appointment. The Board of Directors of the Company has recommended her re-appointment.

COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

During the year under review, the provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company.

DECLARATION OF INDEPENDENT DIRECTORS

During the year under review, the provisions of Section 149 for appointment of Independent Directors do not apply to the company.

EXTRACT OF ANNUAL RETURN

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of Energy

Your Company is engaged in business of sale and services of IT and ITes Related products, providing e-governance services and such operations do not account for substantial Electricity, Gas & Steam, Power, Water or any other kind of energy consumption. However, the company is taking all possible measures to conserve the energy.

(i) The steps taken or impact on conservation of energy; N.A.

(ii) The steps taken by the company for utilizing alternate sources of energy; N.A.

(iii) The capital investment on energy conservation equipment''s; N.A.

B. Technology Absorption and Research & Development

The Company has not incurred any expenditure on Research & Development. Your company has not imported technology during the last 4 years reckoned from the beginning of the financial year.

(i) The efforts made towards technology absorption; N.A.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution; N.A.

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - N.A.

(a) The details of technology imported; N.A.

(b) The year of import; N.A.

(d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and N.A.

(iv) The expenditure incurred on Research and Development. N.A.

C. Foreign Exchange Earnings and Outgo

Your company has not earned in Forex. However your company has spent Rs. 12.20 Crores on import of goods and Rs. 26 Crores on tour and travel during the financial year under review.

BOARD MEETINGS

The Board of Directors duly met Twenty-Five (25) times during the financial year 2014-15 and in respect of all the proceedings was properly recorded.

SN	Date	SN	Date	SN	Date
1.	01.04.2014	2.	24.06.2014	3.	30.06.2014
4.	25.07.2014	5.	20.08.2014	6.	04.09.2014
7.	16.09.2014	8.	22.09.2014	9.	15.10.2014
10.	17.10.2014	11.	03.11.2014	12.	10.11.2014
13.	28.11.2014	14.	03.12.2014	15.	18.12.2014
16.	03.01.2015	17.	12.01.2015	18.	27.01.2015
19.	29.01.2015	20.	20.02.2015	21.	24.02.2015
22.	27.02.2015	23.	03.03.2015	24.	20.03.2015
25.	31.03.2015

PUBLIC DEPOSITS

Your Company has neither accepted nor renewed any Deposit under Schedule V of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

The details relating to deposits, covered under Chapter V of the Act,-

(a) The Company have not accepted deposit during the year; N.A.

(b) Remained unpaid or unclaimed as at the end of the year; N.A.

(c) Whether there has been any default in repayment of deposits or payment of interest thereon During the year and if so, number of such cases and the total amount involved- N.A.

(i) At the beginning of the year; N.A.

(ii) Maximum during the year; N.A.

(iii) At the end of the year; N.A.

The details of deposits which are not in compliance with the requirements of Chapter V of the Act; N.A.

SUBSIDIARY ASSOCIATES AND JOINT VENTURES

M/s. Thumbspeed Tech Solutions Private Limited is wholly owned subsidiary company.

A separate statement containing the salient features of Financial Statements of Subsidiary of your Company i.e.,M/s. Thumbspeed Tech Solutions Private Limited, forms a part of consolidated financial statement in terms of Section 129 of the Companies Act, 2013. The Financial Statements of Subsidiary Companies are kept open for inspection by the shareholders at the Registered Office of your Company during business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company at its Registered Office.

M/s. Thumbspeed Tech Solutions Private Limited

During the year under review, M/s. Thumbspeed Tech Solutions Private Limited has recorded total revenue of Rs. 22,31,250/and net profit after tax is Rs. 56,229/-.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY

The statement containing the features of the financial statements of Thumbspeed Tech Solutions Private Limited under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 is being attached with the Board''s Report in Form AOC-1 as Annexure II and the forming part of the Board''s Report.

CONSOLIDATED FINANCIAL STATEMENTS

The audited Consolidated Financial Statement, comprising of the Company and its subsidiary form part of this Report. The Auditors'' Report on the Consolidated Accounts is also attached. The same is unqualified. The Consolidated Financial Statement have been prepared in accordance with the applicable Accounting Standards and in compliance with the applicable provisions of the Companies Act, 2013 other applicable provisions.

DEPRICIATION AND AMORTIZATION

The Company had followed WDV method on its assets the rates prescribed under the Part C of the Schedule II of the Companies Act, 2013

RISK MANAGEMENT POLICY

CORPORATE SOCIAL RESPONSIBILITY

In view of past year losses, your Company is not required to made contribution in CSR during the year under review, however your Company is looking forward to make contribution in the Corporate Social Responsibility initiative in the upcoming financial year.

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

The Company has in place a Sexual Harassment of woman at workplace (Prevention Prohibition and Redressal) Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up at location/offices where the company operates to redress complaints received regarding sexual harassment. All person including organizational non organizational (permanent, contractual, temporary, trainees) are covered under this policy.

Annual Report for the year under Section 21 of Prevention of Sexual Harassment at the Workplace Act of 2013.

a. No. of Complaints received during the year: NIL

b. No. of Complaints disposed off during the year: NIL

c. No. of Cases pending for more than 90 days: NIL AWARD AND RECOGNISITIONS

Your Company''s strives to focus on customer delight and commitment towards customer satisfaction resulting in the few award and recognition recorded and received by your Company, during the Year.

SN	AWARD AND RECOGNITIONS	DATE
1	Your Company received certificate of registration as CMMI-DEV V.1.3, Maturity Level 5 vide Registration No.: QSA-1502373	07.02.2015
2	Your Company was awarded NSIC-BWR SE 2B rating for its high performance capability and moderate financial strength.	30.01.2015
3	Your Company received certificate of ISO/IEC 20000-1:2011 vide Certificate No.: GACB1840	12.11.2014
4	Your Company received certificate from NSICL in relation to the Government Purchase Enlistment Certificate vide Registration No.: NSIC/GP/DEL/2014/0008386	29.10.2014
5	Your Company received certificate of ISO 9001:2008 vide Certificate No.: GACB1713	14.07.2014

CORPORATE GOVERNANCE

Your Company is committed to the principle of good Corporate Governance practices and it conducts its business and deals with its stakeholders in the same way. Your Company''s Corporate Governance practices are aimed at having systems and procedures that ensure transparency, accountability and integrity which maintain an appropriate balance between the Directors and the Management. These practices include timely and accurate disclosure of information regarding the operational and financial performance of the Company to not only the investors, but also your Company''s customers, creditors, employees and the society at large. Your Company strongly believes that adhering to such a high level of corporate governance practices go a long way in establishing the credibility of the Company and create significant long term value for all its stakeholders.

HUMAN RESOURCE DEVELOPMENT

During the year, your company has witnessed significant expansion of business operation to build capabilities and align it with the strategy for future growth. The Company''s operations are being handled by qualified and competent personnel. The Company continued with its intensive training and development efforts to promote and develop a talent pipeline for the industry.

Effective HRM is vital for the attainment of the Company''s goals. The Company believes that employees are the heart of organization and they constitute the primary source of sustainable competitive advantage. Relations among all the employees of the Company remained cordial and harmonious.

DIRECTORS'' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board of Directors affirms:-

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

d) the directors had prepared the Annual Accounts on a going concern basis;

e) The Company being unlisted, sub clause (e) of section 134(3) of the Companies Act, 2013 pertaining to laying down internal financial controls is not applicable to the Company; and

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS

Your Directors recommend the rectification of the appointment of the Company''s Statutory Auditors M/s. Sain Kanwar & Associates, Chartered Accountants, (Firm Registration No. 018023N). The term of appointment of M/s. Sain Kanwar & Associates, Chartered Accountants as Statutory Auditors up to the conclusion of the Annual General Meeting to be held in the year 2019, subject to ratification of members at ensuring Annual General Meeting of the Company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. The provisions relating to submission of Secretarial Audit Report is not applicable to the Company. The comments made to the financial statements referred in the auditorâs repoet are self-explanatry and ther for, do not call for any clarifications or further comments.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

The Company has in place adequate internal financial controls with reference to financial statements. During the year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act, 2013 read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 is not applicable to the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

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

PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS UNDER SECTION 186

Your Company has provided loans and Investments as prescribed under section 186 of Companies Act, 2013 and Rules made there under. The details of investments and loans pursuant to Section 186 of the Companies Act, 2013 and rules made thereunder are as below:

Name of the Entity	Relation	Amount (Rs. In lakhs)	Particulars of loans, guarantees, securities and Investments	Purpose for which the guarantees, securities and investment are proposed to be utilized
Thumbspeed Tech Solutions Pvt. Ltd.	Wholly owned subsidiary	124.98/-	Investment	Purchase of Shares of Company

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year under review no contract or arrangements were entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013. However Form AOC-2 attached with the Board''s Report as Annexure III and the forming part of the Board''s Report.

ACKNOWLEDGEMENTS

For and on Behalf of the Board of Directors

Date: 10.08.2015

Place: New Delhi

Sd/- Sd/-

Amalendu Mukherjee Namita Mukherjee

Managing Director Whole-Time Director

DIN:03544485 DIN: 06561265

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