Directors Report of Allied Digital Services Ltd.

Mar 31, 2018

To,

Dear Members’

The Directors have pleasure in presenting the Twenty Fourth Annual Report of the Company on the business and operations of your Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2018.

1. FINANCIAL RESULTS:

Key highlights ofthe financial statements ofthe Company for the year ended March 31, 2018:

The Company’s performance for the year ended March 31,2018 as compared to the previous financial year is summarized below:

(Rs. in Lakhs)

Particulars	STANDALONE		CONSOLIDATED
	2017-18	2016-17	2017-18	2016-17
Total Operating Income	7,423	7,810	22,490	21,530
Other Income	264	639	404	194
Total Income	7,687	8,449	22,894	21,724
Less: Operating Expenditure	4,275	4,898	17,804	17,458
Profit before Interest, Depreciation, Amortization, Tax & Exceptional Item	3,412	3,551	5,090	4,266
Less: Depreciation	1,596	1,356	2,316	2,142
Less: Finance cost	486	1,505	547	1,578
Profit before Tax and Exceptional Item	1,330	690	2,227	546
Exceptional Item	(323)	-	323	-
Profit before Tax	1,007	690	1,904	546
Less: Provision for Taxation	-	160	394	221
Less: Deferred Tax Liability	509	354	509	354
Net Profit after tax	498	176	1,001	(29)
Other Comprehensive Income	36	47	96	455
Shares of Profit/(Loss) of Associates & Joint Ventures	-	-	(3)	(5)
Total Comprehensive Income (after tax)	533	223	1,094	421
Attributable to Owners of the Parent	-	-	1,089	378
Attributable to Non-Controlling Interest	-	-	(5)	(43)
Paid-up equity share capital (Face Value of Rs. 5/-)	2,510	2,510	2,510	2,510
Reserves excluding Revaluation Reserves as per Balance Sheet of previous Accounting Year Earning per Share	42,869	42,457	39,865	41,686
Basic	0.99	0.35	1.99	(0.07)
Diluted	0.99	0.35	1.99	(0.07)

2. RESULT OF OPERATING PERFORMANCE, ONGOING PROJECTS & STATE OF AFFAIRS:

With the positive momentum in the Indian Economy, the Company is focusing on growth and achieving profitability along with a renewed commitment to customer services. Positive modifications are expected in the near future which will boost the Company’s revenue. The Company is also focusing extensively on expanding the business and improvements in operations through various strategic projects for operational excellence.

a. Standalone Financial Statements:

During the year under review, due to a substantial reduction in the finance cost on account of restructuring of debts, the Company’s profitability grown by 183% to Rs. 498 lakhs as compared to Rs. 176 lakhs in the previous year. The Earning Per Share (‘EPS’) for the year also improved to ‘ 0.99 as compared to ‘ 0.35 in the previous year, due to improved profits.

b. Consolidated Financial Statements:

In accordance with the provisions of Companies Act, 2013 (“the Act”) and implementation of Indian Accounting Standards (Ind AS) Rules on accounting and disclosure requirements, which is applicable to the Company from the current year and as prescribed under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (“Listing Regulations”), the Audited Consolidated Financial Statements is provided in the Annual Report.

c. Ongoing Projects & State of Affairs:

The Ongoing Projects & State of Affairs of the Company is presented as part of Management Discussion and Analysis Report which forms part of the Annual Report.

d. Revision of Financial Statements:

There was no revision ofthe financial statements pertaining to previous financial years during the year under review.

e. Disclosure of Internal Financial Controls

Internal Financial Controls are an integrated part of the risk analysis process, addressing financial and financial reporting risks. During the year, such controls were tested and no reportable material weakness in the design or operation was observed and altogether we believe that these systems provide reasonable assurance that internal financial controls are designed effectively and are operating as intended.

3. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY:

a. As on date, the Company has six (6) Foreign Subsidiaries and two (2) Indian Subsidiaries and three (3) Associate Companies. The Company did not have any Joint Venture Company.

Following are the details of Subsidiary and Associate Companies:

Sr. No.	Name of Company	Subsidiary / Joint ventures/ Associate Company	Date of becoming of Subsidiary / Joint Ventures/ Associate Company.
1.	Allied Digital Services, LLC (USA)	Subsidiary	02nd July, 2008
2.	Allied Digital INC (USA)	Subsidiary	31st October, 2007
3.	Allied Digital Singapore Pte Limited	Subsidiary	12th October, 2010
4.	Allied Digital Asia Pacific Pty Limited (Australia)	Subsidiary	16th September, 2010
5.	En Pointe Technologies India Private Limited	Subsidiary	29th December, 2006
6.	Allied-eCop Surveillance Private Limited	Subsidiary	06th August, 2007
7.	Allied Digital Services (UK) Ltd.	Subsidiary	04th December, 2013
8.	Assetlite Equipment India Private Limited	Associate	26th September, 2009
9.	Soft Shell System (I) Private Limited	Associate	07th August, 2015
10.	Allied CNT Solutions Private Limited	Associate	06th July, 2004
11.	Allied Digital Services Oy.*	Subsidiary	08th June, 2018

* Allied Digital Services Oy. was incorporated on 08^th June, 2018 i.e. after the end of the Financial Year 2017-18

The statement containing the salient features of the financial statement of Subsidiaries and Associates Companies in the prescribed Form AOC-1 is appended as “Annexure I” to the Board’s Report.

b. Material Subsidiaries:

Allied Digital Services LLC, USA is a Material Subsidiary whose income in the immediately preceding accounting year exceeds twenty percent of the consolidated income of the Company and its Subsidiaries.

The Policy for determining Material Subsidiaries as approved may be accessed on the Company’s website at the link: https://www.allieddigital.net/in/downloads/Inv_Policies/Policy_on_Determination_of_MaterialSubsidiaries.pdf

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries from time to time and there has been no material change in the nature of the business of subsidiaries.

4. RECENT DEVELOPMENTS:

The Company is adopting new technologies as it foresees massive growth in IT solutions and services in the domain of loT, Smart Cities and next generation Automation solutions leveraging machine learning and Artificial Intelligence (“Al”).

The Company is now considering IoT as its main stream business, catering to both the government and other corporate verticals. It intends to develop and sell solutions for process automation and smart city-based solutions. With machine learning adoption in cloud platforms, the Company is also improving its AI capability in primary areas of IT service automation.

The major release of ADiTaaS, Company’s flagship ITSM platform, with state ofthe art userfriendly interface. This major release is already being implemented at one of the premium Tyre brands as well as at one of the large banks in California.

5. DIVIDEND:

Considering the working capital requirement for the future businesses and to conserve resources, it was decided to retain the profit earned, in the Company for the current financial year.

6. TRANSFER TO RESERVES:

The Company has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the Profit and Loss surplus account.

7. DEPOSITS:

The Company has not accepted any deposits from public during the year under review. However, as on the Balance Sheet date there was unclaimed fixed deposits amounting to Rs. 33. 84 lakhs.

The below details relating to deposits, covered as per the Chapter V of the Companies Act, 2013:

(Rs. in Lakhs)

Particulars	2017-18	2016-17
Deposits accepted during the year	----	---
Deposits unclaimed/unpaid at the end of the year	33.84	432.39
Default in repayment of deposits or payment of interest thereon	----	507.98

Further, following are the details relating to the default in repayment of deposits or payment of interest thereon:

(Rs. in Lakhs)

At the beginning of the year	Maximum during the year	At the end of the year
432.39	432.39	--

8. RESTRUCTURING OF FACILITIES:

During the year under review, the Company had undertaken restructuring of fund/non-fund based facilities availed from the banks. Presently, the funds requirements of the Company have been fully tied up.

9. DISCLOSURES UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

Except as disclosed elsewhere in the report, there were no material changes and commitments, occurred during the period between the end of the financial year to which the financial statements relate and date of said report, which could affect the financial position of the Company.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the financial year, the Company entered into related party transactions which were on arm’s length basis and in the ordinary course of business and in line with the threshold of materiality defined in the Company’s policy on Related Party Transactions. The said Policy can be accessed through weblink:

https://www.allieddigital.net/in/downloads/Inv_Policies/Related_Party_Transaction_Policy.pdf.

There have been no materially significant related party transactions between the Company and related parties, except for those disclosed in the financial statements. The Audit Committee had approved and regularly reviewed the Related Party Transactions entered into during the financial year under review.

There were no transactions/contracts/arrangements with related party (ies), which are required to be reported in Form AOC-2.

11. PARTICULARS OF LOANS, ADVANCES, GUARANTEES OR INVESTMENTS:

Pursuant to section 186 of Companies Act, 2013 and Schedule V of the Listing Regulations, the disclosure on particulars relating to Loans, advances, guarantees and investments are provided as part of the financial statements.

12. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) CHANGE IN BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The Board of your Company is duly constituted in accordance with the requirements of the Companies Act, 2013 read with the Listing Regulations.

During the year under review, Ms. Neha Sunil Bagla was appointed as the Company Secretary and Compliance Officer of the Company with effect from May 26, 2017 and was designated as Key Managerial Personnel of the Company.

Dr. Roopkishan Dave (DIN: 02800417), Independent Director stepped down from the Board with effect from November 14, 2017, due to his personal commitments. The Board wishes to place on record his appreciation for the valuable contributions made by him to the Board and the Company during his tenure.

Mr. Paresh Bipinchandra Shah (DIN: 05117129), Executive Director resigned with effect from May 28, 2018, and continued as the Chief Executive Officer (CEO) of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Prakash Shah, Whole-time Director shall retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

In accordance with the provisions of the Act, none of the Independent Directors are liable to retire by rotation.

b) DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE COMPANIES ACT, 2013:

The Company has received and taken on record the necessary declaration from Independent Directors in accordance with Section 149(7) ofthe Companies Act, 2013, confirming their independence vis-a-vis the Company as laid out in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Director during the year.

13. DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors (herein after called as “the Board”) met five (5) times during the year to deliberate on various matters. The meetings were held on May 26, 2017, July 07, 2017, August 11, 2017, November 14, 2017 and February 12, 2018. The full details of the said meetings are provided in Corporate Governance Report that forms part of this Annual Report.

The maximum interval between any two meetings was not in excess of 120 days.

b. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2018, the Board of Directors to their best of knowledge and ability hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation and there are no material departures;

b. such accounting policies and applied them consistently and the Directors 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 as at March 31,2018 and of the profit of the Company for that year;

c. proper and sufficient care has been taken 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 annual accounts on a going concern basis;

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

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

c. COMMITTEES OF BOARD:

The Board of the Company has constituted Committee(s) as mandated under the provisions of the Companies Act, 2013 and Listing Regulations. There are currently five (5) Committees ofthe Board namely:

- Audit Committee;

- Nomination and Remuneration Committee;

- Shareholder’s Relationship Committee (formerly known as Shareholders/ Investors Grievance Committee);

- Corporate Social Responsibility Committee; and

- Management Committee.

Details of Committees along with their charter, composition and attendance at the Committee Meetings are provided in Corporate Governance Report which forms part of this Report.

I. AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors of the Company, is in accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of Listing Regulations. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Audit Committee.

II. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of Listing Regulations, the Board has constituted Nomination and Remuneration Committee, which inter-alia recommends to the Board the criteria for appointment of Director(s) along with the compensation, terms of Executive Directors, managerial personnel’s.

The Board has approved the Nomination and Remuneration Policy for Directors, Key managerial personnel and all other employees of the Company. The said policy is hosted on the website of the Company. The Web link of the same is as follows:

https://www.allieddigital.net/in/downloads/Inv_Policies/Nomination_Remuneration_policy.pdf.

III. STAKEHOLDERS RELATIONSHIP COMMITTEE (FORMERLY KNOWN AS SHAREHOLDERS/ INVESTORS GRIEVANCE COMMITTEE) :

The Stakeholders Relationship Committee is duly constituted as per Section 178 of the Companies Act, 2013 read with Regulation 20 of Listing Regulations. The primary objective of the Stakeholders Relationship Committee of the Company is to consider and resolve the grievances of security holders/members of the Company

IV. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE CSR COMMITTEE:

The Corporate Social Responsibility Committee is duly constituted as per provisions of Section 135 of the Companies Act, 2013 consisting of three (3) Directors of which two (2) Directors are Non - Executive Independent Directors and the Chairperson is an Independent Director. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The detailed report on CSR activities is attached as ‘Annexure II’ to this report.

The key philosophy of the Company’s CSR initiative is to promote development through social and economic transformation. The CSR Policy of the Company can be accessed on the Company’s website in the link provided herein below:

https://www.allieddigital.net/in/downloads/Inv_Policies/CSR%20Policy.pdf

V. MANAGEMENT COMMITTEE.

The Management Committee was constituted by the Board on April 28, 2009. Committee is entrusted with the operational and administrative power. The Committee comprises of three members of the Company i.e. Mr. Nitin Shah, Mr. Prakash Shah and Mr. Paresh Shah.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:

A. CONSERVATION OF ENERGY

(i) Steps taken or impact on conservation of energy:

The Company has always considered energy and natural resource conservation as a focus area. Though the operations of the company are not energy intensive, it strongly believes that it is the need of the hour to do best efforts to conserve energy and natural resources like water.

The Company continues to take sustainable steps voluntarily to contribute towards better environment. Select few steps/impact are listed below:

- Use of natural Lightning and natural ventilation;

- Use of energy efficient electric equipment such as use of LED bulbs

- Conservation of water, ensuring no leakages in taps.

- Encourage use of environment-friendly reusable water bottles

- Car-pooling during meetings and encourage use of public transport

- Discouraging use of non-disposable plastic bags, plates etc.

- Switching off work stations and laptops

- Controlling the air-conditioning equipment optimally in the premises

- Educating employees and workers for energy conservation.

(ii) Steps taken by the company for utilizing alternate sources of energy:

The Company is using electricity as main source of its energy requirement and does not have any alternate source of energy.

However, the company is keen in promoting green solutions to the customers, such as solar powered devices where possible.

(iii) Capital investment on energy conservation equipment’s:

For the year under review, there was hardly any investment in energy saving equipment apart from promoting replacement of CFL to LED bulbs where applicable.

B. TECHNOLOGY ABSORPTION

i. The efforts made towards technology absorption:

The Company has innovation as part of its motto. It is an early adopter of new technologies which either be useful for generating new business for its customers or for its self-use. It evaluates the best available technology for improving its performance and quality of its service operations.

ii. The benefits derived like product improvement, cost reduction, product development or import substitution:

The Company has adopted new technology to strengthen its infrastructure in the US, which is leveraged by many customers that has helped giving top quality uninterrupted services. It has adopted new technologies to apply to solve customer challenges.

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

No technology was imported during the three preceding years under review.

iv. Expenditure incurred on Research and Development:

The company has been continuously working on innovative projects, which are either part of

- New features of their ADiTaaS product

- Doing proof-of-concepts on new technologies

- Investing in new technology training/learning.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The details of Foreign Exchange earned in terms of Actual Inflows and the Foreign Exchange outgo during the year in terms of Actual Outflows are as follows:

15. MANAGEMENT DISCUSSION AND ANALYSIS:

In terms of Regulation 34 of Listing Regulations, the Management Discussion and Analysis Report on the Company’s performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable, are presented in a separate section forming a part of this Annual Report.

16. CORPORATE GOVERNANCE:

The Company is committed to the principles of ‘Accountability’, ‘Transparency’ and ‘Trusteeship’ in dealing with the stakeholders. Your Company adheres to good corporate governance practices, accordingly as per Schedule V of SEBI Listing Regulations, the Auditors’ certificate on Corporate Governance is annexed to the Boards’ Report. The requisite certificate from a Practicing Company Secretary confirming compliance of the conditions of Corporate Governance is attached to the Report on Corporate Governance.

17. EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) and section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as on March 31, 2018 is in Form MGT-9 which is enclosed as ‘Annexure III’ to this report.

18. ANNUAL EVALUATION:

The evaluation framework for assessing the performance of Directors of the Company comprises of contributions at the meetings, strategic perspective or inputs regarding the growth and performance of the Company, among others.

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Directors have carried out the Annual Performance Evaluation of the Board, Independent Directors, Non-Executive Directors, Executive Directors, Committees and the Chairman of the Board.

The Nomination and Remuneration Committee considered and discussed the inputs received from the Directors and the outcome of such evaluation process was satisfactory, which reflected the overall engagement of the Board and its Committees with the Company.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of the Non- Executive Directors.

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

In compliance with the requirements of Listing Regulations, the Company has placed a Familiarization Programme for the Independent Directors to familiarize them with the working ofthe Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the Company operates, business model etc on the website of the Company. The link for accessing the said program is:

https://www.allieddigital.net/in/downloads/Inv_Policies/Familiarisation_Programme_Independent_Directors.pdf

20. THE VIGIL MECHANISM:

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including Directors of the Company to report genuine concerns and to ensure strict compliance with ethical and legal standards across the Company. The provisions of this Policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014.

The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Whistle Blower Policy is hosted on the website of the Company at:

https://www.allieddigital.net/in/downloads/Inv_Policies/Whistle_blower_and_vigil_mechanism.pdf.

21. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Statutory Auditors

The Auditor’s Report to the Shareholders for the financial year ended on March 31, 2018 does not contain any qualification or observation. The notes to accounts referred to in Auditors’ Report are self-explanatory, and therefore, do not call for any further explanation or comments from the Board.

b. Secretarial Auditors

Secretarial Audit Report for the year ended 31^st March 2018:

The Board had appointed M/s. Rathi & Associates, Company Secretaries as Secretarial Auditors for the financial year 2017-18. Secretarial Audit Report issued by Rathi & Associates in form MR-3 for the financial year 2017-18 forms part of this report and marked as “Annexure IV”.

The comments on the specific observations made in the above Secretarial Audit Report as under:

- The Company has already repaid the entire claimed Fixed Deposits along with the interest due thereon by end of March, 2018.

- The Company will initiate actions for fulfilment of the requirement of keeping the entire Promoters Shareholding in demat form subsequent to obtaining of listing approval from Stock Exchange.

c. Internal Auditor

Pursuant to the provisions of Section 138 and Section 179(3) of the Companies Act, 2013, M/s. Satya Prakash Natani & Co., Charatered Accountant, (Firm Registration No. 115438W), Mumbai is appointed as the Internal Auditors of the Company for the Financial Year 2018-19.

22. INTERNAL CONTROL SYSTEMS:

The Company has robust internal control systems and procedures commensurate with the nature of the Company’s business and size and complexity of its operations. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of the business, including adherence to the Company’s 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.

23. ESOP 2010:

The members at the annual general meeting held on September 29, 2010 approved Employees Stock Option Plan (ESOP 2010). Out of total 3,000,000 grants allocated under the effective ESOP scheme, 502,500 options were granted to the eligible employees under the said ESOP Scheme. During the financial year ended March 31, 2018, no options were granted to employee of the Company or its’ Subsidiary. Each option entitles the holder thereof to apply for and be allotted one Equity Share of the Company for every option, upon payment of the exercise price during the exercise period.

The details of present ESOP are given in the table:-

PARICULARS	ESOP 2010 GRANT
Total Options granted by the plan (no.)	502,500
Pricing formula on date of grant	Fair Market Value
Options granted during the year (no.)	Nil
Weighted average price per Option granted (Rs.)	N.A
Variation in terms of Options	N.A
Options exercised during the year (no.)	Nil
Money raised on exercise of Options (Lakhs)	Nil
Options forfeited and lapsed during the year (no.)	Nil
Total number of Options in force at the end of the year. (no.)	487500
Grant to senior management	Nil
Employees receiving 5% or more of the total number of Options granted during the year	N.A
Employees granted Options equal to or exceeding 1% of the issued capital	Nil
Diluted EPS in accordance with [AS-20]	N.A

24. DISCLOSURE OF REMUNERATION PAID TO DIRECTORS AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

Information required pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as “Annexure V” to this report.

Further details with regard to payment of remuneration to Directors and Key Managerial Personnel are provided in Form No. MGT - 9 Extract of Annual Return appended as “Annexure III”.

25. PARTICIPATION IN THE GREEN INITIATIVE:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) for correspondences by Corporate to its Members through electronic mode.

Accordingly, electronic copies of the Annual Report 2017-18 along with the Notice of Annual General Meeting were sent to all the members whose email addresses are registered with the Company / Depository Participant(s)/Registrar and Share Transfer Agent. Also, all the Members are requested to join the said program by sending their preferred e-mail addresses to the Registrar and Share Transfer Agent.

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various policies and practices. Your Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. Accordingly, the Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year ended March 31, 2018, no complaints have been received pertaining to sexual harassment of women at workplace.

27. 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 year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

28. RISK MANAGEMENT:

The Company’s robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company’s various business and operational risks, through strategic actions. Risk management is integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent ofthe major risks identified since the last assessment. It also provides control measures for risks and future action plans.

The Company believes that the overall risk exposure of present and future risks remains within risk capacity.

29. FRAUD REPORTING:

During the year under review, there were no material or serious instances of fraud falling within the purview of Section 143 (12) ofthe Companies Act, 2013 and rules made thereunder, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit conducted.

30. GENERAL:

The Directors states that, no disclosure or reporting is required in respect of the following items as there are no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise;

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

3. Neither the Managing Director nor the Whole-time Director of the Company received any remuneration or commission from any of its subsidiaries.

31. ACKNOWLEDGEMENT:

The Board wishes to place on record its sincere appreciation of the contributions made by the employees of the Company and its subsidiaries during the year under review. Directors thank the customers, clients, vendors and other business associates for their continued support in the Company’s growth.

Your Directors express their deep sense of gratitude to the Government Authorities, Financial Institutions, Stakeholders, Business Associates for their support and look forward to their continued assistance in future.

For and on behalf of the Board of Directors of

Allied Digital Services Limited

Place: Mumbai Nitin Shah Prakash Shah

Date: July 30, 2018 Chairman & Managing Director Whole Time Director

DIN: 00189903 DIN: 00189842

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Mar 31, 2016

To,

The Members

Allied Digital Services Limited

The Directors take great pleasure in presenting the Twenty Second Annual Report of Allied Digital Services Limited on the business and operations of your Company and audited financial statements for the financial year ended 31^st March, 2016.

The State of the Company''s Affairs:

1. KEY FINANCIAL HIGHLIGHTS:

a. Financial Results

The Company''s performance for the year ended 31^st March, 2016 as compared to the previous financial year, is summarized below:

(Rs, in Lakhs)

Particulars	STANDALONE		CONSOLIDATED
	2015-16	2014-15	2015-16	2014-15
Total Operational Income	10,340.70	12,549.52	23,705.85	23,375.54
Other Income	553.59	1075.61	554.35	1,125.55
Total Income	10,894.29	13,625.13	24,260.20	24,501.09
Less: Operating Expenditure	7,187.93	9,395.47	19,357.49	19,964.37
Profit before Interest, Depreciation, Amortization Tax & Exceptional Item	3706.36	4229.66	4,902.71	4,536.72
Less: Depreciation	1,596.65	2,394.88	2,175.41	2,770.15
Less: Interest	1,787.83	1,618.87	1,832.03	1,652.56
Profit before Tax and Exceptional Item	321.88	215.91	895.27	114.01
Exceptional Item	-	-	-	(19.21)
Profit before Tax	321.88	215.91	895.27	133.22
Less: Provision for Taxation	55.00	40.00	204.13	(28.93)
Less: Deferred Tax Liability	58.31	174.10	58.31	175.32
Net Profit for the year	208.57	41.81	632.83	(31.03)
Add: Balance brought forward from the Previous Year	27,015.31	28,707.51	25,831.12	27,565.99
Less: Adjustment for Depreciation	-	1,734.01	0.38	1,734.39
Less: Adjustments	(22,942.05)		(22,942.05)
Add: Minority interest			(78.8)	30.57
Amount Available for Appropriation	4,281.82	27,015.31	3,442.71	25,831.12
Less: Transfer to General Reserve	-	-	-	-
Proposed Dividend Including Dividend Tax	-	-	-	-
Short provision of Tax of earlier years (Net)	-	-	-	-
Add: Excess provision of Tax of earlier years	-	-	-	-
Balance carried to Balance Sheet	4,281.82	27,015.31	3,442.71	25,831.12

b. Operating Performance, ongoing projects & state of affairs:

Despite the challenging environment of the global as well as the Indian economy, the Company demonstrated the resilience of its business model. The highlights of the Company''s performance are as under:

The Company has achieved a turnover of Rs,10,340.70 lakhs (on consolidated basis Rs, 23,705.85 Lakhs) Revenue from Operating Income decreased by Rs,2,208.82 lakhs i.e. by 17.60% as compared to the previous year. The Company has earned a Profit after Tax (PAT) of Rs, 208.56 Lakhs (on consolidated basis Rs, 632.83 Lakhs) as against previous yearRs,s Profit of Rs, 41.81 Lakhs (on consolidated basis Rs, -31.03 Lakhs).

c. Consolidated Financial Statements:

In accordance with the Companies Act, 2013 (“the Act”) and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

d. Revision of Financial Statement:

There was no revision of the financial statements for the year under review.

e. Disclosure of Internal Financial Controls

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

2. RECENT DEVELOPMENTS:

The Company has proved mettle, by delivering a successful large safe city project and running its operations at top service levels. Company face top challenges in finance in spite of local IT industry remaining on dismal growth. Globally, the company has also spread our operations and strengthened the partnerships. The IT industry is also going through transformation. New disruptive technologies are taking big market share. Large companies are facing challenges on margins and the need to innovate fast. New technologies such as robotics, analytics and IoT are getting main stream. The company will continue to focus on building strong skills in each areas of offering, as there is continued potential for growth. The company will also restructure its resources, focus on stronger partnerships and broaden international business. The company is keen to drive new technologies such as IoT (Internet of Things) as well as grow the business in IT security.

3. OUTLOOK:

The Company sees its eco-system of critical partnerships and alliances with reputed global companies as an important asset and will continue to explore opportunities to further expand it.

The Company''s differentiated business model with strong capabilities in its chosen verticals, programme management track-record, investments in intellectual property, and a reinforced leadership team are great advantages in the prevailing macro-environment that remains volatile.

The motto of “Passion”, “Teamwork” and “Innovation” with the assurance of “Commitment” of top service delivery to our customers is keeping us focused and agile and to summarize The Company is going to focus more on business-ready solutions and services to support a shorter sales cycle, IT analytics and value-added services.

4. DIVIDEND:

In recognition of the fact that the economy is recovering and in view of the Company''s performance the Directors do not recommend any Dividend for the Financial Year 2015-2016.

5. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

During the year, the Board of Directors reviewed the affairs of the Subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013 (“the Act”) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), we have prepared consolidated Financial Statements of the Company, which forms part of this Annual Report. Further, a Statement of containing the salient features of the financial of our Subsidiaries in the prescribed format AOC-1 is appended as Annexure I to the Board''s Report. The Statement also provides the details of performance and financial positions of each of the Subsidiaries of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website i.e. www.allieddigital.net. These documents will also be available for inspection during business hours at our registered office in Mumbai, India.

None of the Company''s Subsidiaries ceased to be a subsidiary and no other company has become subsidiary of the Company during the year under review.

Additional information on Subsidiary Companies:

Sr. No.	Name of Company	Subsidiary / Joint ventures/ Associate Company	Date of becoming of Subsidiary / Joint ventures/ Associate Company
1.	Allied Digital Services, LLC (USA);	Subsidiary	2nd July, 2008
2.	Allied Digital INC (USA);	Subsidiary	31st October, 2007
3.	Allied Digital Singapore Pte Ltd	Subsidiary	12th October, 2010
4.	Allied Digital Asia Pacific Pty Ltd (Australia)	Subsidiary	16th September, 2010
5.	En Pointe Technologies India Private Limited	Subsidiary	29th December, 2006
6.	Allied-eCop Surveillance Private Limited	Subsidiary	6th August, 2007
7.	Allied Digital Services (UK) Ltd.	Subsidiary	4th December, 2013
8.	Assetlite Equipment India Private Limited	Associate	26th September, 2009

6. TRANSFER TO RESERVES:

The Company has not recommended transfer of any amount of profit to reserves during the year under review. Hence, the entire amount of profit for the year under review has been carried forward to the statement of profit and loss.

7. DISCLOSURE UNDER SECTION 134(3)(l) OF THE COMPANIES ACT, 2013:

No material changes and commitments which could affect the Company''s financial position have occurred between the end of the financial year of the Company and date of this report.

8. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc., are as follows:

A. Rule 8 Sub rule 3(A) pertaining to Conservation of Energy

Although operations of the Company are not energy intensive, steps are always been taken to conserve energy in all possible areas.

B. Sub-rule 3 (b) pertaining to Technology Absorption

The sub rule is not applicable to the Company.

C. Rule 8 sub-rule 3 (c) pertaining to Foreign Exchange Earnings and Outgo

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

(Rs, in Lakhs)

Particulars	2015-16	2014-15
Earnings	2,874.17	1,343.17
Outflow (including Capital imports)	717.37	738.14
Net Foreign Exchange Earnings (NFE)	2156.81	605.03
NFE / Earnings (%)	75%	45%

9. MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming a part of this Annual Report.

10. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31^st March 2016 made under the provisions of Section 92(3) of the Act is attached as Annexure II which forms part of this Report.

11. FIXED DEPOSITS:

During the year under review your Company has not accepted any fixed deposits from the public however, there are certain outstanding fixed deposits accepted in earlier years from the public, as on the Balance Sheet date falling within the ambit of Section 73(1) of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

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

(Rs, in Lakhs)

Particulars	2015-16	2014-15
Deposits accepted during the year	---	---
Deposits unpaid or unclaimed at the end of the year	445.78	477.52
Default in repayment of deposits or payment of interest	212.70	10.66

Further, in case of default in repayment of deposits or payment of interest:

(Rs, in Lakhs)

Particulars	At the beginning of the year	Maximum during the year	At the end of the year
Total amount involved	10.66	212.70	212.70

Details of Deposits not in compliance with the Companies (Acceptance of Deposits) Rules, 2014:

There are no deposits which are not in compliance with the requirement of the aforementioned rules as on 31^st March, 2016.

12. BOARD MEETINGS:

The Board of Directors (hereinafter called as “the Board”) met for Four (4) times during the year under review:

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
1	14.05.2015	Venue: Premises No.13A, 13th Floor, Earnest House, Back Bay Reclamation, NCPA Road, Block III, Nariman Point, Mumbai - 400021. Time: 04.30 P.M.	1) Mr. Prakash Shah 2) Dr. Shrikant Parikh 3) Mr. Paresh Shah 4) Prof. Venugopal Iyengar 5) Ms. Shubhada Jahagirdar	1) Mr. Nitin Shah 2) Dr. Roop Kishan Dave
2	14.08.2015	Venue: Premises No.13A, 13th Floor, Earnest House, Back Bay Reclamation, NCPA Road, Block III, Nariman Point, Mumbai - 400021 Time: 5:00 P.M	1) Mr. Prakash Shah 2) Dr. Shrikant Parikh 3) Mr. Paresh Shah 4) Prof. Venugopal Iyengar 5) Ms. Shubhada Jahagirdar	1) Mr. Nitin Shah 2) Dr. Roop Kishan Dave

Sr. No.	Date of Meetings	Venue and time of the meeting	Directors present	Directors to whom Leave of absence was granted
3	09.11.2015	Venue: Premises No.13A, 13th Floor, Earnest House, Back Bay Reclamation, NCPA Road, Block III, Nariman Point, Mumbai - 400021 Time: 4:00 P.M.	1) Ms. Shubhada Jahagirdar 2) Mr. Prakash Shah 3) Prof.Venugopal Iyengar 4) Dr.Roop Kishan Dave 5) Dr. Shrikant Parikh	1) Mr. Nitin Shah 2) Mr. Paresh Shah
4	12.02.2016	Venue: Premises No.13A, 13th Floor, Earnest House, Back Bay Reclamation, NCPA Road, Block III, Nariman Point, Mumbai - 400021 Time: 4:00 P.M.	1) Mr. Nitin Shah 2) Dr. Shrikant Parikh 3) Mr. Prakash Shah 4) Prof.Venugopal Iyengar 5) Dr. Roop Kishan Dave	1) Mr. Paresh Shah 2) Ms. Shubhada Jahagirdar

13. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Prakash Shah, resigned as Chief Financial Officer of the Company w.e.f. 14^th August, 2015 on account of personal commitments and involvement in the business. The Board of Directors places on record its deep sense of appreciation for the invaluable contributions made by Mr. Prakash Shah during his tenure.

Mr. Gopal Tiwari was appointed as the Chief Financial Officer of the Company w.e.f. 14^th August, 2015. The Board welcomed Mr. Gopal Tiwari on the Board and designated him as the Key Managerial Personnel of the Company.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Paresh Shah will retire by rotation at the ensuing Annual General Meeting of the Company. The Board recommends his re-appointment.

In accordance with the provisions of the Act, none of the Independent Directors is liable to retire by rotation.

14. DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

As per the provisions of Section 149(4) of the Companies Act, 2013 every listed public company shall have at least one-third of the total number of directors as independent directors.

In view of the above your Company has duly complied with the provision by appointing following Independent Directors:

Sr. No.	Name of the Independent Director	Date of Appointment / Reappointment	Date of passing of resolution (if any)
1.	Ms. Shubhada Jahagirdar	01/10/2014	25.09.2014
2.	Prof. Venugopal Ramaswami Iyengar	28/04/2009	25.09.2014
3.	Dr. Shrikant Navnitlal Parikh	23/05/2006	25.09.2014
4.	Dr. Roopkishan Sohanlal Dave	05/10/2009	25.09.2014

All the above Independent Directors meet the criteria of ''independence'' prescribed under Section 149(6) and have submitted declaration to the effect that they meet with the criteria of ''independence'' as required under Section 149(7) of the Companies Act, 2013.

15. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.

16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The familiarization programme aims to provide Independent Directors with the industry scenario, the socio-economic environment in which the Company operates, the business model, the operational and financial performance of the Company, significant developments so as to enable them to take well informed decisions in a timely manner. The familiarization programme also seeks to update the Directors on the roles, responsibilities, rights and duties under the Act and other statutes.

The details of programme for familiarization of Independent Directors are hosted on the website of the Company at the link: https://www.allieddigital.net/in/downloads/Inv Policies/Familiarization Programme Independent Directors.pdf

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the audited financial statements of the Company for the year ended 31^st March, 2016, the Board of Directors hereby confirms that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation and there are no material departures;

b. 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 as at March 31, 2016 and of the profit of the Company for that period;

c. 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 annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively and;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

18. COMMITTEES OF BOARD:

I. NOMINATION AND REMUNERATION COMMITTEE:

The Remuneration Committee of the Board has been constituted which inter-alia recommends to the Board the compensation terms of Executive Directors, managerial personnel''s and the senior most level of management immediately below the Executive Directors. The Remuneration Committee deals with all elements of remuneration package of all the Executive Directors i.e. salary, benefits, bonuses, stock options, pension etc. including details of fixed component and performance linked incentives, along with the performance criteria.

The remuneration of Executive Directors is decided by the Board of Directors and the Remuneration Committee as per the remuneration policy of the Company within the overall ceiling limits approved by shareholders.

Composition of the Committee, terms of reference of the Committee, attendance at the Remuneration Committee Meetings, disclosure of Remuneration paid, details of remuneration paid to Directors during the accounting year ended March 31, 2016 are stated in Corporate Governance Report which forms part of this Annual Report.

Nomination and Remuneration Policy:

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors. The Company''s Nomination and Remuneration Policy is directed towards rewarding performance based on review of achievements periodically. The Nomination and Remuneration Policy is in consonance with the existing industry practice.

The Company''s Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is hosted on the Website of the Company. The Web-link of the same is as follows:

https://www.allieddigital.net/in/downloads/Inv Policies/Nomination Remuneration policy.pdf

II. AUDIT COMMITTEE:

The Board of Directors has entrusted the Audit Committee with the responsibility to supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the SEBI Regulations. During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.

Composition of the Committee, terms of reference of the Committee, attendance at the Audit Committee Meetings, are stated in Corporate Governance Report which forms part of this Annual Report.

III. INVESTORS /SHAREHOLDER''S GRIEVANCE COMMITTEE:

The company has duly constituted comprising of Two (2) Non- Executive Independent Directors and One (1) Executive Directors. The Company Secretary acts as the Secretary of the Stakeholders'' Relationship Committee.

Composition of the Committee, terms of reference of the Committee, attendance at the Investors/ Shareholder''s Grievance Committee Meetings, number of complaints received, all valid Share Transfers received during the year are stated in Corporate Governance Report which forms part of this Annual Report.

IV. COMPENSATION COMMITTEE:

Composition of the Committee, terms of reference of the Committee, attendance at the Compensation Committee Meetings are stated in Corporate Governance Report which forms part of this Annual Report.

V. MANAGEMENT COMMITTEE:

Composition of the Committee, terms of reference of the Committee, attendance at the Management Committee Meetings, are stated in Corporate Governance Report which forms part of this Annual Report.

VI. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

In accordance with Section 135 of the Companies Act, 2013 your Company has constituted a Corporate Social Responsibility Committee consisting of Three (3) Directors out of which Two (2) Directors are Non - Executive Independent Directors. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

During the year under review, the company has not made expenditure under CSR as during the financial year 2015

16, the Company had to execute Pune City Surveillance Project offered by Government of Maharashtra (GOM) without any mobilization advance and milestone Payments from GOM due to which Company is facing severe cash flow crises hence, Company could not spend CSR amount. Also, the Board of Directors are in the process of identifying, the valid avenues to spend the said CSR amount and shall be spending the said amount during the financial year 2016-2017.

Also, during the year under review, no meeting of CSR Committee was held. Further, the formulation of the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company is under process and shall be recommended to the Board for their approval and uploaded on the website of the Company in due course.

Further, Composition of the Committee, terms of reference of the Committee, are stated in Corporate Governance Report which forms part of this Report.

Annual Report on CSR activities is attached as Annexure III to this report.

19. THE VIGIL MECHANISM:

Your Company believes in promoting a fair, transparent, ethical and professional work environment.

The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Listing Regulations for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company''s code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same has hosted on the website of the Company and the we blink for the same is as follows:

https://www.allieddigital.net/in/downloads/Inv Policies/Whistle blower and vigil mechanism.pdf

20. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Observations of Statutory Auditors on accounts for the year ended 31^st March, 2016:

The observations made by the Statutory Auditors in their report for the financial year ended 31^st March, 2016 read with the explanatory notes therein are self-explanatory, and therefore, do not call for any further explanation or comments from the Board except as mentioned below under Section 134(3) of the Companies Act, 2013.

The Board''s Comments on such qualification as given below:

The Board''s Comments on qualification remarks by the statutory Auditors pertaining to Bad Debt written off to the extent of Rs, 229.43 Crs. and the same being directly adjusted against the opening balance of Surplus (Profit & Loss A/c), as below:

The Company has written off old outstanding Debtors by utilizing the surplus in the Profit & Loss account as carried forward from earlier years. This has been done to make the provision for the impairment of the assets considering usefulness and realization of the said assets. This was also mandatory as per the IND AS. This will also improve the current financial ratios and return on Equity & Capital Employed. This way company is following the best corporate Governance practices.

b. Secretarial Audit Report for the year ended 31^st March, 2016

Provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, mandates to obtain Secretarial Audit Report from Practicing Company Secretary. M/s. Pramod S. Shah & Associates (Membership No. 334), Company Secretaries had been appointed to issue Secretarial Audit Report for the financial year 2015-16.

Secretarial Audit Report issued by M/s. Pramod S. Shah & Associates in form MR-3 for the financial year 201516 along with management response on the observation provided therein, forms part of this report and marked as Annexure IV.

c. Internal Audit Report for the financial year 2015-16:

M/s. Satya Prakash Natani & Co. (Firm Registration No. 115438W), Internal Auditors of the Company have carried out audit on various expense heads of the Company and site and inventory management. The findings of the Internal Auditors are discussed on an on-going basis in the meetings of the Audit Committee and corrective actions are taken as per the directions of the Audit Committee.

d. Ratification of Appointment of Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, M/s. Shah & Taparia, Chartered Accountants, Mumbai having Firm Registration Number 109463W, had been appointed for a term of five years i.e from the conclusion of Twentieth Annual General Meeting until the Twenty Fifth Annual General Meeting of the Company. However, their appointment as Statutory Auditors of the Company shall be required to be ratified by the Members at the ensuing Annual General Meeting. The Company has received a confirmation from the said Auditors that they are not disqualified to act as the Auditors and are eligible to hold the office as Auditors of the Company.

Yours Directors recommend their re-appointment in the ensuing Annual General Meeting.

e. Appointment of Internal Auditor:

Pursuant to the provisions of Section 138 and 179(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Directors of the Company hereby appoint M/s. Satya Prakash Natani & Co. (Firm Registration No. 115438W), Mumbai as Internal Auditors of the Company for the financial year 2016-2017 on such remuneration as may be decided by the Board in consultation with the Internal Auditor.

f. Appointment of Secretarial Auditor of the Company

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as a measure of good corporate governance practice, the Board of Directors of the Company hereby appoint M/s. Pramod S. Shah & Associates (Membership No. 334), Practicing Company Secretaries as a Secretarial Auditors of the Company for the Financial Year 2016

2017 on such remuneration as may be decided by the Board in consultation with the Secretarial Auditor.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

Pursuant to Section 188 read with Rule 15 of The Companies (Meetings of the Board and its Powers) Rules, 2014, a Company shall enter into any contract or arrangement with a related party with respect to the following only with consent of Board of Directors at a Meeting of the Board:

a. sale, purchase or supply of any goods or materials;

b. selling or otherwise disposing of, or buying, property of any kind;

c. leasing of property of any kind;

d. availing or rendering of any services;

e. appointment of any agent for purchase or sale of goods, materials, services or property;

f. such related party''s appointment to any office or place of profit in the company, its subsidiary company or associate company; and

g. underwriting the subscription of any securities or derivatives thereof, of the company.

h. Further, these transactions as mentioned above, with the related parties shall be entered only with the prior approval of the company by a special resolution if the same exceeds the limits prescribed under the aforementioned Rules.

A detailed disclosure of these transactions with the Related Parties is annexed with this Report in Form AOC-2 in Annexure V of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is duly entered in the register.

The Policy on dealing with Related Party Transactions may be accessed on the Company''s website at the link: https://www.allieddigital.net/in/downloads/Inv Policies/Related Party Transaction Policy.pdf

22. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

23. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to Financial Statement and also detailed in Annexure VI.

24. ISSUE AND ALLOTMENT OF EQUITY SHARES:

CONVERSION OF 4,018,801 CONVERTIBLE WARRANTS INTO EQUITY SHARES, ALLOTMENT OF SUCH EQUITY SHARES AND APPLICATION FOR LISTING OF SHARES ON STOCK EXCHANGE:

The Company had allotted 5,433,732 convertible share warrants (the “Warrants”), on preferential basis to promoters with an option to convert the same into equal number of equity shares at a price of Rs,15 per warrant, including premium of Rs, 10/per share on face value of Rs,5/- per share, within a period of 18 months from the date of allotment of warrants (i.e., August 14, 2014) as per terms and conditions approved in Annual general meeting held on September 25, 2013. The Company has also has received In-principle approval from Bombay Stock Exchange Limited and National Stock Exchange of India Limited on October 25, 2013 and August 01, 2014 respectively.

The Company received upfront payment of 25% of the warrants allotted at the time of subscription of the warrants, from the promoters to whom warrants were allotted. As per terms of issue of warrants, the warrant holders shall deposit the remaining portion of 75% for conversion of warrant into equity share while exercising right to subscribe for equity shares of the Company.

The Company further received 75% from the warrant holders belonging to the promoter group for exercise of 4,018,801 warrants into equity shares.

The details for the allotment are as follows:

4,018,801 share warrants converted into 4,018,801 equity shares of'' 15/- each fully paid up including ''10/- premium per share be and are hereby allotted in pursuance of 1 (one) warrant converted into 1(one) equity shares of '' 15/- each fully paid as per terms approved by shareholders in Annual general meeting held on September 25, 2013 and SEBI Guidelines for Preferential Issue and the details of allotment of equity shares are as follows:

Sr.No.	Name of Allottees	Category	No. of Equity shares of ''15/each fully paid.
1	Mr. Prakash Dhanji Shah	Promoter	18,32,134
2	Mr. Nitin Dhanji Shah	Promoter	21,86,667
	Total		4,018,801

Further, the Company has made application to NSE and BSE for conversion of the aforesaid warrants and the approval for the same is waited from the Stock exchange.

25. ESOP 2010:

At present the Company has an Option plan for its employees, “ESOP 2010”, “ESOP 2010”, was approved by the members at their meeting held on September 29, 2010. The Company had granted total 502,500 options under “ESOP 2010” to the eligible employees in tranches out of total 3,000,000 grants allocated under the effective ESOP scheme. During the financial year ended March 31, 2016, No options were granted to employee of the Company or its Subsidiary. Each option entitles the holder thereof to apply for and be allotted Equity Shares of the Company upon payment of the exercise price during the exercise period.

26. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)

(2), Chapter XIII as provided under Section197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. The further details with regard to payment of remuneration to Director and Key Managerial Personnel is provided in Form No. MGT 9 - Extract of annual return appended as Annexure II

27. PARTICIPATION IN THE GREEN INITIATIVE:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to the Registrar and Share Transfer Agent.

28. CORPORATE GOVERNANCE CERTIFICATE:

Your Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder''s value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

Your Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of the Listing Regulations entered with the Stock Exchanges. The Company''s governance practices are described separately in the Corporate Governance section of this Annual Report. We have obtained certification from a Statutory Auditor on our compliance with Listing Regulations with Indian Stock Exchanges, described in the separate section forming a part of this Annual Report.

Code of Conduct

Pursuant to SEBI Regulation, the declaration signed by the Managing Director affirming the compliance of Code of Conduct by the Directors and senior management personnel for the year under review is annexed to and forms part of the Corporate Governance Report.

29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act, The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9^th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31^st March, 2016, no complaints have been received pertaining to sexual harassment.

30. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to these matters during financial year 2015-16:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

4. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

31. ACKNOWLEDGEMENT:

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

We thank the Government of India, the Ministry of Communication and Information Technology, the Maharashtra State Government, various government agencies and the Government of United States of America and United Kingdom where we have operations, for their immense support, and look forward to their continued support in the future.

For and on behalf of the Board of Directors of

Allied Digital Services Limited

Sd/- Sd/-

Nitin Shah Prakash Shah

Place: Mumbai Chairman Managing Director Executive Director-Commercial;

Date: 01.09.2016 DIN: 00189903 DIN: 00189842

---

Mar 31, 2015

The Directors are pleased to present herewith the 21st Annual Report on the business and operations of your Company and Audited Accounts for the Financial Year ended March 31, 2015 together with the Audited Statement of Accounts and Auditor's Report thereon.

The State of the Company's Affairs:

1. KEY FINANCIAL HIGHLIGHTS :

(INR in Lakhs)

Particulars 2014-15 2013-14

Total Operational Income 12,549.52 14,938.06

Other Income 1,075.61 3,250.95

Total Income 13,625.13 18,189.01

Less: Operating Expenditure 9,395.47 13,492.09

Profit before Interest, Depreciation, 4,229.66 4,696.92 Amortization Tax & Exceptional Item

Less: Depreciation 2,394.88 2,325.24

Less: Interest 1,618.87 1,437.98

Profit before Tax and Exceptional Item 215.91 933.69

Exceptional Item _ -

Profit before Tax 215.91 933.69

Less: Provision for Taxation 40.00 194.80

Less: Deferred Tax Liability 174.10 (542.28)

Net Profit for the year 41.81 1,281.17

Add: Balance brought forward from the Previous 28,707.51 27,426.34 Year

Less: Adjustment for Depreciation 1,734.01 --

Amount Available for Appropriation 27,015.31 28,707.51

Less: Transfer to General Reserve _ _

Proposed Dividend Including Dividend Tax _ _

Short provision of Tax of earlier years (Net) _ _

Add: Excess provision of Tax of earlier years _ _

Balance carried to Balance Sheet 27,015.31 28,707.51

During the year under review your Company has reported a total income of INR 13,625.13 lakhs out of which non- operating income amounts to INR 530.42 lakhs. Revenue from Operating Income decreased by INR 2,388.54 lakhs i.e. by 15.99% as compared to the previous year.

2. RECENT DEVELOPMENTS:

During the Financial Year 2014-2015, your Company has made the following Developments:

- Completed the prestigious Pune City Surveillance (safe city) project, first of its kind and size in India;

- Won the large global deal in retail industry and expanded globally to 20 other cities;

- Looking forward for better opportunities for trading in Africa and Middle East;

- Robust business growth in the United States of America;

- New initiatives in Digital business such as IOT, Analytics & Security.

3. OUTLOOK:

During Financial Year 2015-2016, the company aims to deepen its engagements with existing clients, draw repeat business, and emerge as the ''First Choice'' and the preferred partner for its marquee global customers.

The Company sees its eco-system of critical partnerships and alliances with reputed global companies as an important asset and will continue to explore opportunities to further expand it.

The Company's differentiated business model with strong capabilities in its chosen verticals, programme management track-record, investments in intellectual property, and a reinforced leadership team are great advantages in the prevailing macro-environment that remains volatile.

4. DIVIDEND:

In recognition of the fact that the economy is recovering and in view of the Company's performance the Directors do not recommend any Dividend for the Financial Year 2014-2015.

5. CONSOLIDATED FINANCIAL STATEMENT:

Your Directors are pleased to attach the Consolidated Financial Statements pursuant to Section 129 and all other applicable provisions of the Companies Act, 2013 and as per the requirement of Clause 32 of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards (AS) - 21 and all other applicable Accounting Standards prescribed by the Institute of Chartered Accountants of India, in this regard.

6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Sr. No Name of Company Subsidiary / Joint Date of becoming of ventures/ Associate Subsidiary / Joint ventures/ Company Associate Company.

1. Allied Digital Services, L LC; Subsidiary 02nd July 2008

2. Allied Digital INC; Subsidiary 31st October,2007

3. Allied Digital Singapore Pte Ltd Subsidiary 12th October,2010

4. Allied Digital Asia Pacific PTY Subsidiary 16th September,2010 LTD (Australia)

5. En Pointe Technologies India Subsidiary 29th December,2006 Private Limited

6. Allied-eCop Surveillance Private Subsidiary 6th August,2007 Limited

Details of the Company who ceased to be its Subsidiary/ Joint ventures/Associate C companies:

Sr. No Name of Company Subsidiary / Joint Date of cession of Subsidiary ventures/ Associate / Joint ventures/ Associate Company Company.

Not Applicable

Pursuant to the provisions of Section 129 of the Companies Act, 2013 ("the Act"), the Company is required to attach to its Annual Report, the Balance Sheet, Profit and Loss Account, Directors' Report and the Report of the Auditors' (collectively referred to as "the accounts and reports'), of its subsidiaries for the year ended March 31st, 2015.

As required under the Listing Agreement with the stock exchange(s) a consolidated financial statement of the Company and all its subsidiaries have been prepared and attached hereto.

The Ministry of Corporate Affairs has granted a general exemption to the companies from attaching financials of the subsidiaries, subject to the laid down conditions. The Board of Directors has also given their consent for not attaching the accounts and reports of its subsidiary to the Annual Report. Therefore, the Company shall not be attaching the audited accounts of the subsidiaries to the annual accounts of the Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the Company and that of the subsidiary company concerned.

7. TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the General Reserve out of amount available for appropriations.

8. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO [SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013:

Particulars required to be furnished by the Companies as per Rule 8 of Companies (Accounts) Rules, 2014, are as follows:

A. RULE 8 SUB-RULE 3 (A) PERTAINING TO CONSERVATION OF ENERGY

Although operations of the Company are not energy intensive, steps are always been taken to conserve energy in all possible areas.

B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION The sub rule is not applicable to the company.

C. RULE 8 SUB-RULE 3 (C) PERTAINING TO FOREIGN EXCHANGE EARNINGS AND OUTGO-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows:

(INR in Lakhs)

Particulars 2014-15 2013-14

Earnings 1,343.17 2,748.95

Outflow (including Capital imports) 738.14 151.52

Net Foreign Exchange Earnings (NFE) 605.03 2,597.43

NFE / Earnings (%) 45 94

10. MANAGEMENT DISCUSSION AND ANALYSIS:

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

11. ANNUAL RETURN:

The extract of Annual Return pursuant to Section 92 of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed as "ANNEXURE 1" to this report as on 31st March, 2015.

12. FIXED DEPOSITS:

During the year under review your Company has not accepted any fixed deposits from the public however, there are certain outstanding fixed deposits accepted in earlier years from the public, as on the Balance Sheet date falling within the ambit of Section 73(1) of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

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

(INR in Lakhs)

Sr. No 2014-15 2013-14

Deposits accepted during the year -- --

Deposits unpaid or unclaimed at the 108.33 -- end of the year

Default in repayment of deposits or 10.66 -- payment of interest:

Further, in case of default in repayment of deposits or payment of interest:

(INR in Lakhs)

Number of cases At the beginning of Maximum during At the end of the the year the year year

Total amount 118.99 118.99 118.99 involved

Details of Deposits not in compliance with the Companies (Acceptance of Deposits) Rules, 2014:

There are no deposits which are not in compliance with the requirement of the aforementioned rules as on 31st March, 2015.

13. BOARD MEETING S:

The Board of Directors (herein after called as "the Board") met for Four times during the Year under review:

Sr. Date of Venue and time of the Directors present No. Meetings meeting

1 30.05.2014 Venue: Premises 1) Mr. Nitin Shah

No.13A, 13th Floor, 2) Mr. Prakash Shah

Earnest House, Back 3) Dr.Shrikant Parikh

Bay Reclamation, 4) Mr. Paresh Shah

NCPA Road, Block III, 5) Dr. Roop Kishan Dave

Nariman Point, Mumbai

– 400021.

Time: 11 A.M.

2 14.08.2014 Venue: Premises 1) Mr. Nitin Shah

No.13A, 13th Floor, 2) Mr. Prakash Shah

Earnest House, Back 3) Dr.Shrikant Parikh

Bay Reclamation, 4) Mr. Paresh Shah

NCPA Road, Block III, 5) Dr. Roop Kishan Dave

Nariman Point, Mumbai 6) Prof. Venugopal Iyengar – 400021

Time: 4:30 P.M

3 14.11.2014 Venue: Premises 1) Mr. Nitin Shah

No.13A, 13th Floor, 2) Mr. Prakash Shah

Earnest House, Back 3) Prof. Venugopal Iyengar

Bay Reclamation, 4) Dr. Roop Kishan Dave

NCPA Road, Block III,

Nariman Point, Mumbai

– 400021

Time: 3:00 P.M.

4 12.02.2015 Venue: 1) Mr. Prakash Shah

Premises No.13A, 13th 2) Dr. Shrikant Parikh

Floor, Earnest House, 3) Mr. Paresh Shah

Back Bay Reclamation, 4) Prof. Venugopal Iyengar

NCPA Road, Block III, 5) Ms. Shubhada Jahagirdar Nariman Point, Mumbai

– 400021

Time: 5:00 P.M.

Sr. Date of meetings Directors to whom No. Leave of absence was granted

1 30.05.2014 Prof. Venugopal Iyengar.

2 14.08.2014 None

3 14.11.2014 1) Dr.Shrikant Parikh

2) Mr. Paresh Shah

4 12.02.2015 1) Mr. Nitin Shah

2) Dr. Roop Kishan Dave

14. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Cha nges in Directors and Key managerial personnel are as follows :

Sr. No Name of the Director/Key managerial Particulars Date of Appointment and personal resignation

NOT APPLICABLE

15.. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

As per the provisions of Section 149(4) of the Companies Act, 2013 every listed public company shall have at least one-third of the total number of directors as independent directors.

In view of the above your Company has duly complied with the provision by appointing following Independent Directors:

Sr. Name of the Independent Director Date of appointment/ Date of passing of No. Reappointment resolution (if any)

1. Ms. Shubhada Jahagirdar 01/10/2014 25.09.2014

2. Prof. Venugopal Ramaswami Iyengar 28/04/2009 25.09.2014

3. Dr. Shrikant Navnitlal Parikh 23/05/2006 25.09.2014

4. Dr. Roopkishan Sohanlal Dave 05/10/2009 25.09.2014

All the above Independent Directors meets the criteria of 'independence' prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of 'independence' as required under section 149(7) of the Companies Act, 2013.

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A new concept of 'Familiarisation programme for Independent Directors' has been introduced by Clause 49.

As per Clause 49(II) (B) (7) of the Equity Listing Agreement:

"The Company shall familiarise the independent directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes."

The Company is in the process of developing familiarisation programmes for its independent directors including their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters. The same shall be updated on website of the Company in due course.

16. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

The Remuneration Committee of the Board has been constituted in the year 2007, which inter-alia recommends to the Board the compensation terms of Executive Directors, managerial personnel's and the senior most level of management immediately below the Executive Directors. The Remuneration Committee deals with all elements of remuneration package of all the Executive Directors i.e. salary, benefits, bonuses, stock options, pension etc.

including details of fixed component and performance linked incentives, along with the performance criteria. The remuneration of Executive Directors is decided by the Board of Directors and the Remuneration Committee as per the remuneration policy of the Company within the overall ceiling limits approved by shareholders.

a) Composition of the Committee:

The Composition of the Committee is as under :

Chairman : Dr. Shrikant Parikh- Non- Executive and Independent Director

Members : 1. Prof. Venugopal Iyengar - Non-Executive and Independent Director

2. Dr. Roopkishan Dave - Non-Executive and Independent Director

b) Terms of reference of the Committee, inter alia, includes the following:

To approve the Remuneration Plan of the Company;

To review and grant increments to Executive / Managing Director;

Such other matters as the Board may from time to time request the Remuneration Committee to examine and recommend / approve.

c) Attendance at the Remuneration Committee Meetings :

During the Financial Year 2014 –15, No meeting of the Remuneration Committee was held.

d) Disclosure of Remuneration paid :

At present Non – executive and Independent Directors are not paid any remuneration except sitting fees for attending Board and Committee Meetings. Details of remuneration paid to Directors during the accounting year ended March 31st, 2015 are as under:

Name of Directors Salary Sitting fee Total Stock Option (Amt. in Rs) (Amt. in Rs) (Amt. in Rs) granted

Mr. Nitin Shah 50,00,004 - 50,00,004 -

Mr. Prakash Shah 30,00,000 - 30,00,000 -

Mr. Paresh Shah 13,51,864 - 13,51,864 -

Dr. Shrikant Parikh - 80,000 80,000 -

Dr. Roopkishan Dave - 40,000 40,000 -

Prof. Venugopal Iyengar - 80,000 80,000 -

Nomination and Remuneration Policy

The Company's Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees is annexed as "ANNEXURE 2" to the Directors' Report.

Further, the Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual directors. The Company's Nomination and Remuneration Policy is directed towards rewarding performance based on review of achievements periodically. The Nomination and Remuneration Policy is in consonance with the existing industry practice.

II. Audit Committee:

The management is responsible for the Company's internal controls and the financial reporting process while the statutory auditors are responsible for performing independent audits of the Company's financial statements in accordance with generally accepted auditing practices and for issuing reports based on such audits. The Board of Directors has entrusted the Audit Committee with the responsibility to supervise these processes and thus ensure accurate and timely disclosures that maintain the transparency, integrity and quality of financial control and reporting.

In accordance with the provisions of Section 177 of the Companies Act, 2013 your Company has constituted an "Audit Committee" comprising of minimum three directors consisting of two non- executive Independent directors and one executive director with the Chairman being Independent director. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

a) The Composition of the Committee is as under:

Chairman : Dr. Shrikant Parikh- Non-Executive & Independent Director

Members : 1. Prof.Venugopal Iyengar- Non-Executive & Independent Director

2. Mr. Prakash Shah- Executive Director The Board of Directors constituted the Audit Committee in the year 2007. The Audit Committee for the accounting year comprises of following two non-executive and independent directors and one executive director who have financial / legal / accounting acumen to specifically look into the internal controls and audit procedures.

In addition to the members of the Audit Committee, these meetings are attended by the Head of Finance & Accounts and other respective functional heads, internal auditors and statutory auditors of the Company, whenever necessary and those executives of the Company who can provide inputs to the Committee. The quarterly / half-yearly and annual audited financials of the Company are reviewed by the audit committee before consideration and approval by the Board of Directors. The Committee also reviews the internal control systems, IT systems and conduct of the internal audit.

b) Meetings :

Four (4) Audit Committee Meetings were held during the Financial Year 2014-15. The date on which the said meetings were held are, May 30th, 2014, August 14th, 2014, November 14th, 2014 and February 12th, 2015.

c) Mr. Ravindra Joshi, Company Secretary, acts as Secretary of the Committee.

d) Terms of reference of the Committee, inter alia, includes the following: The Terms of reference of the Audit Committee are broadly stated as under:

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

2. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

3. Examination of the financial statement and the auditors' report thereon;

4. Approval or any subsequent modification of transactions of the company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

A summary statement of transactions with related parties was placed periodically before the Audit Committee during the year. Suitable disclosures have been made in the financial statements. The Minutes of the Meetings of the Committee are circulated through email to all Directors and are confirmed at the subsequent Meeting.

III. INVESTORS /SHAREHOLDER'S GREIVANCE COMMITTEE:

a) Composition:

Chairman: Prof. Venugopal Iyengar-Non-Executive & Independent Director

Member: 1) Mr. Prakash Shah-Executive Director

2) Dr. Shrikant Parikh-Non-Executive & Independent Director The Board of Directors constituted a Shareholders Grievance Committee in the Financial Year 2007. The Shareholders' Grievance Committee for the Accounting Year comprises of following two Non-Executive and Independent Directors and one Executive Director

b) Meeting of the Shareholders' grievance Committee Meetings: Four (4) Shareholders' Grievance Committee Meetings were held during the Financial Year 2014-15. The dates on which the said Meetings were held are May 30th, 2014, August 14th, 2014, November 14th, 2014 and February 12th, 2015.

C) Compliance Officer:

Mr. Ravindra Joshi, Company Secretary, has been designated as the Compliance Officer for complying with requirements of Securities Laws and Listing Agreements with Stock Exchange.

d) Investors' / Shareholders' Grievance Redressal:

The number of complaints received and resolved to the satisfaction of investors during the year under review and their break- up are as under:

Nature of Complaints Opening Received Resolved Pending

Non Receipt of Annual Report 0 1 1 0

Non receipt of dividend 0 0 0 0

Total 0 1 1 0

During the Accounting Year ended March 31st, 2015, one complaint was received from shareholders, and the same has been resolved as on date.

All valid Share Transfers received during the accounting year ended March 31st, 2015 have been acted upon. There were no share transfers pending for more than 30 days for the half-year ended September 30th, 2014, and for more than 15 days for the half-year ended March 31st, 2015.

The Shareholders' Grievance Committee continued to function effectively and held Four (4) meetings during the year under review. It continued to attend the matters related to Share Transfers and redressal of Shareholders' complaints. The complaints and grievances of shareholders received were duly attended by the Committee and as of now no complaints are pending.

e) Terms of reference of the Committee, inter alia, includes the following :

- Transfer /Transmission of shares;

- Redressal of the Complaints of the share holders;

- Issue of duplicate share certificates;

- Review of shares dematerialized and all other related matters;

- Monitors expeditious redressal of investors' grievances;

- Non receipt of Annual Report and declared dividend;

- Non receipt of Notices, Share Certificates, Annual reports, Dividends;

- All other matters related to shares.

III. COMPENSATION COMMITTEE:

The Compensation Committee was formed inter alia to formulate detailed terms and conditions of Employee Stock Option Scheme.

a) Constitution and Composition of Committee : Chairman : Mr. Nitin Shah- Chairman & Managing Director

Members: 1) Dr. Shrikant Parikh -Non-Executive & Independent Director

2) Prof. Venugopal Iyengar- Non-Executive & Independent Director

b) Meeting of the Compensation Committee:

During the Financial Year 2014 - 2015, No Compensation Committee Meeting was held.

c) Terms of reference of the Committee, inter alia, includes the following:

To decide the terms and conditions of the Employee Stock Option Scheme (ESOP);

The quantum of any option to be granted under an employee stock option scheme per employee and in aggregate; The conditions under which option vested in employees may lapse in case of termination of employment for misconduct; The exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;

The specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;

The right of the employee to exercise all the options vested in him at one time or at various points of time within the exercise period;

The procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of corporate actions such as rights, issues, bonus issues, merger, sale of divisions and other; The grant, vest and exercise of option in case of employees who are on long leave.

IV. MANAGEMENT COMMITTEE :

a) Constitution and Composition of Committee:

The Board constituted Management Committee on April 28th, 2009 comprising of Mr. Nitin Shah, Chairman and Managing

Director as Chairman, Mr. Prakash D. Shah and Mr. Paresh Shah as Members of the Committee.

b) Meeting of the Management Committee:

Management Committee Meetings were held Four times during the Financial Year 2014-2015. The dates on which the said Meetings were held are May 30th, 2014, August 14th, 2014, November 14th, 2014 and February 12th, 2015.

c) Terms of reference of the Committee, inter alia, includes the following:

To borrow monies not exceeding specified sum or such other amount as may be authorized by the Shareholders at the General Meeting, together with the monies already borrowed by the Company, (apart from temporary loans obtained from the Company's Bankers in the ordinary course of business) from Financial Institutions / Banks and others from time to time;

To authorize employees of the Company for purchase whether on hire purchase or otherwise or sale of vehicle;

To open Bank Accounts and to authorize Directors / Authorized Signatories to operate the Bank Accounts;

To withdraw / change the authority to operate any of the Company's Bank Account;

To appoint attorney for and on behalf of the Company for specific power or for general purposes;

To authorize Company Executives to represent the Company and sign and execute all the documents and papers related to the Central Government, State Government, Local Authority or any other authority in relation to the business of the Company;

To take premises on leave and license / lease to be used as office / store / godown of the company or for the purpose of residence of employees or for any other purpose;

To decide on opening Branches / Godowns at different places in the country or abroad subject to such permission as may be required from different authorities;

To authorize Company Executives for obtaining Telephone / Electricity connections or other permissions in the name of the Company;

To decide on filing recovery suits against distributors / dealers / customers and to authorize company's executives to prosecute the same;

To launch criminal proceedings against those misusing the company's rights under the Design, Patents, Trademarks and Copyright Laws;

To authorize company's executives to defend civil suits filed by third parties against the company;

Other general day-to-day affairs of the Company

V. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

In accordance with Section 135 of the Companies Act, 2013 your Company has constituted a Corporate Social Responsibility Committee consisting of 3 Directors out of which 2 directors are independent Directors.

The Composition of this Committee is as under.

Chairman: Ms. Shubhada Jagirdar

Members: Mr. Prakash Shah

Dr. Shrikant Parikh

Corporate Social Responsibility (CSR) Initiatives:

As part of its initiatives under "Corporate Social Responsibility (CSR), the Corporate Social Responsibility Committee (CSR Committee) has been formed in accordance with Schedule VII of the Companies Act, 2013. However, formulation of the Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by your Company is under process and shall be recommended to the Board for their approval in due course.

23. LISTING FEES :

The Equity Shares of your Company are listed on the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). Your Company has paid the applicable listing fees to the above Stock Exchanges for the financial year 2014 - 2015. Your Company's shares are also traded in dematerialized segment for all investors compulsorily and your Company had entered into agreements with the Central Depository Services (India) Limited (CDSL) and National Securities Depository Limited (NSDL) for custodial services.

24. THE VIGIL MECHANISM :

Your Company believes in promoting a fair, transparent, ethical and professional work environment.

The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Listing Agreement for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Company's code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The same shall be uploaded on the website of the Company in due course.

25. QUALIFICATION GIVEN BY THE AUDITORS:

(a) QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

There are no qualificatory remarks made by the Statutory Auditors of the Company in their report.

(b) QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR:

The Secretarial Auditor is appended as "ANNEXURE 3" in their report.

26. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

Pursuant to Section 188 read with Rule 15 of The Companies (Meetings of the Board and its Powers) Rules, 2014, a Company shall enter into any contract or arrangement with a related party with respect to the following only with consent of Board of Directors at a meeting of the Board:

a. sale, purchase or supply of any goods or materials;

b. selling or otherwise disposing of, or buying, property of any kind;

c. leasing of property of any kind;

d. availing or rendering of any services;

e. appointment of any agent for purchase or sale of goods, materials, services or property;

f. such related party's appointment to any office or place of profit in the company, its subsidiary company or associate company; and

g. underwriting the subscription of any securities or derivatives thereof, of the company.

Further, these transactions as mentioned above, with the related parties shall be entered only with the prior approval of the company by a special resolution if the same exceeds the limits prescribed under the aforementioned Rules.

A detailed disclosure of these transactions with the Related Parties is annexed with this Report in Form AOC-2 in "ANNEXURE-4" of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is duly entered in the register.

27. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

During the year, the Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board. The exercise was carried out through a structured evaluation process covering various aspects of the Boards functioning such as composition of the Board & committees, experience & competencies, performance of specific duties & obligations, governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors including the Board Chairman who were evaluated on parameters such as attendance, contribution at the meetings and otherwise, independent judgment, safeguarding of minority shareholders interest etc.

The evaluation of the Independent Directors was carried out by the entire Board and that of the Chairman and the Non- Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.

Having regard to the industry, size and nature of business your company is engaged in, the evaluation methodology adopted is, in the opinion of the Board, sufficient, appropriate and is found to be serving the purpose.

28. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

As provided in Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014 every Company shall :

1. Give any loan to any person or other body corporate;

2. Give any guarantee or provide security in connection with a loan to any other body corporate or person;

3. Acquire by way of subscription, purchase or otherwise, the securities of any other body corporate.

Exceeding sixty per cent of its paid-up share capital, free reserves and securities premium account or one hundred per cent of its free reserves and securities premium account, whichever is more only with prior approval by means of a special resolution passed at a general meeting.

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the notes to Financial Statement and also detailed in "ANNEXURE 5".

29. STATUTORY AUDITOR:

M/s. Shah & Taparia, Statutory Auditors of your Company, bearing (Registration number: 033594) retires at the ensuing Annual General Meeting and are eligible for re-appointment. The Auditors have given their consent in writing and have furnished a certificate to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139(1) and that they meet with the criteria prescribed under section 141 of the Companies Act, 2013. Yours Directors recommend their re-appointment in the ensuing Annual General Meeting.

30. INTERNAL AUDITOR:

Pursuant to the provisions of Section 138 and 179(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Directors of the Company hereby appoint M/s. Satya Prakash Natani & Co. (Firm Registration No. 115438W), Mumbai as Internal Auditors of the Company for the financial year 2015-2016 on such remuneration as may be decided by the Board in consultation with the Internal Auditor.

31. SECRETARIAL AUDITOR

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as a measure of good corporate governance practice, the Board of Directors of the Company hereby appoint M/s. Pramod S. Shah & Associates (Membership No. 334), Practicing Company Secretaries as a Secretarial Auditors of the Company for the Financial Year 2015-2016 on such remuneration as may be decided by the Board in consultation with the Secretarial Auditor.

32. ESOP 2010:

At present the Company has an Option plan for its employees, "ESOP 2010". "ESOP 2010", was approved by the members at their meeting held on September 29th, 2010. The Company had granted total 502,500 options under "ESOP 2010" to the eligible employees in tranches out of total 3,000,000 grants allocated under the effective ESOP scheme. During the financial year ended March 31st, 2015, No options were granted to employee of the Company or its Subsidiary. Each option entitles the holder thereof to apply for and be allotted Equity Shares of the Company upon payment of the exercise price during the exercise period.

The details of present ESOP are given in the table:- PARICULARS ESOP 2010 GRANT Total Options granted by the plan (no.) 502,500 Pricing formula on date of grant Fair Market Value Options granted during the year (no.) Nil Weighted average price per Option granted (Rs) N.A Variation in terms of Options N.A Options exercised during the year (no.) Nil Money raised on exercise of Options (Lakhs) Nil Options forfeited and lapsed during the year (no.) Nil Total number of Options in force at the end of the year. (no.) 487,500 Grant to senior management Nil Employees receiving 5% or more of the total number of Options granted during N.A the year Employees granted Options equal to or exceeding 1% of the issued capital Nil

Diluted EPS in accordance with [AS-20] N.A

33. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

a. None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5)(2), Chapter XIII as provided under Section 197 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

b. The further details with regard to payment of remuneration to Director and Key Managerial Personnel is provided in Form No. MGT 9- extract of annual return appended as "ANNEXURE 1."

34. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to sub-section (5) of Section 134 of the Companies Act, 2013 and to the best of their knowledge and belief and according to the information and explanations obtained /received from the operating management, your Directors make the following statement and confirm that-

a) In the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date;

c) The Directors have 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 and;

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

35. PARTICIPATION IN THE GREEN INITIATIVE:

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to the Registrar and Share Transfer Agent.

36. CORPORATE GOVERNANCE CERTIFICATE:

Our Company acknowledges its responsibilities to its Stakeholders and believes that Corporate Governance helps to achieve commitment and goals to enhance stakeholder's value by focusing towards all stakeholders. Your Company maintains highest level of transparency, accountability and good management practices through the adoption and monitoring of corporate strategies, goals and procedures to comply with its legal and ethical responsibilities. Your Company is committed to meeting the aspirations of all its stakeholders.

our Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges. The Company's governance practices are described separately in the Corporate Governance section of this Annual Report. We have obtained certification from a Statutory Auditor on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges, described in the separate section forming a part of this Annual Report.

37. AWARDS AND RECOGNITION:

During the year Company has received various awards & recognitions. The awards are listed below:

- Pune city surveillance project was awarded best smart city surveillance project in the country by ELETS Technomedia in New Delhi and Bhopal

- Winner of Channel world Premier 100 awards,2015 for being agile and adopting rapidly to the changing technology and business landscape.

- Mr. Nitin shah was awarded Entrepreneur of the year services-security 2015 by Franchise India.

38. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Your Company has always believed in providing a safe and harassment free workplace for every individual through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

During the year ended 31 March, 2015, no complaints have been received pertaining to sexual harassment.

ACKNOWLEDGEMENT :

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

We thank the Government of India, the Ministry of Communication and Information Technology, the State Government, various government agencies and the Government of United States of America where we have operations, for their immense support, and look forward to their continued support in the future.

For and on behalf of the Board

Sd/- Sd/-

Nitin D. Shah Prakash D. Shah

Chairman & Managing Director Executive Director- Commercial

DIN: 00189903 DIN: 00189842

Place : Mumbai Date : 29th May, 2015

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Mar 31, 2014

Dear Members,

The Directors present herewith the Annual Report together with the Audited Statement of Accounts and Auditors'' Report thereon for the Financial Year ended March 31st, 2014:

RESULTS OF OPERATIONS:

(Rs. In Lakhs)

PARTICULARS 2013-14 2012-13

Total Operational Income 14,938.06 23,625.54

Other Income 3,250.95 544.34

Total Income 18,189.01 24,169.88

Less: Operating Expenditure 13,492.09 20,781.91

Profit before Interest, Depreciation, Amortization Tax & Exceptional Item 4,696.92 3,387.97

Less: Depreciation 2,325.24 2,132.41

Less: Interest 1,437.98 1,355.92

Profit before Tax and Exceptional Item 933.69 (100.35)

Exceptional Item - 576.44

Profit before Tax 933.69 (676.79)

Less: Provision for Taxation 194.80 -

Less: Deferred Tax Liability (542.28) 341.01

Net Profit for the year 1,281.18 (1,017.80)

Add: Balance brought forward from the Previous Year 27,426.36 28,444.16

Amount Available for Appropriation 28,707.53 27,426.36

Less: Transfer to General Reserve - -

Proposed Dividend Including Dividend Tax - -

Short provision of Tax of earlier years (Net) - -

Add: Excess provision of Tax of earlier years - -

Balance carried to Balance Sheet 28,707.53 27426.34

BUSINESS OPERATIONS:

Your Company is an IT Infrastructure Management and Technical Support Services Outsourcing Company, with an impeccable track record for designing, developing, deploying and delivering end-to-end IT Infrastructure services with an objective to provide end to end IT Solutions, outcomes of which have always resulted into a positive change in the organization. Your Company is an experienced entity having sufficient knowledge of the local market which assists them in organizing manpower for diverse tasks and contractual works. It has over more than two decades of experience in enterprise IT Infrastructure, Management and Implementation and consulting on complex IT Solutions for different Business Verticals.

Your Company''s inherent capabilities built on the philosophy of ''3S'' (Smart People, Smart Processes, Smart Technology); provides the strong foundation for a best-in-class Integrated Service Delivery Framework which consistently augments our overall value creation proposition to our clients; both effectively and efficiently.

Your Company provide credible, high class and customer oriented services and solutions to its clients, actively participate to fulfill the needs and preferences of the customers, their requirements in a dedicated manner. We seek long term partnership with clients while addressing their IT requirements. Our customer centric approach has resulted in high levels of client satisfaction and retention. Moreover we encourage a warm and cordial environment in our organization which will add to the skilled workforce and also improve the work culture.

The global economic environment remains subdued, although key economies such as the US are showing stability and some improvement, with a yet unresolved crisis in the Euro zone and signs of slower growth in many emerging economies. In such business conditions the Company''s gross income for the Financial Year ended March 31st, 2014 decreased by 25% to Rs. 181.89 Crore from Rs. 241.70 Crore in the previous year. The operating profit (PBDIT) of the Company increased to Rs. 46.97 Crore during the year, from Rs. 33.88 Crore in the previous year. Interest & Depreciation was at Rs. 37.63 Crore as against Rs. 34.88 Crore in the previous year. The provision for taxation during the year was Rs. (3.47) Crore which includes deferred tax Asset for the year. The net Profit for the year was Rs. 12.81 Crore. Like several other major technology companies, Allied Digital has also been hurt by the recent economic turmoil, margin pressure, increase in competition, spending curbed on IT cost by the customer. The Company''s Net worth as on March 31st, 2014, stood at Rs. 690.02 Crore, as against Rs. 677.21 Crore last year.

OUTLOOK:

During Financial Year 2015, the company aims to deepen its engagements with existing clients, draw repeat business, and emerge as the "First Choice" and the preferred partner for its marquee global customers.

The Company sees its eco-system of critical partnerships and alliances with reputed global companies as an important asset and will continue to explore opportunities to further expand it.

The Company''s differentiated business model with strong capabilities in its chosen verticals, programme management track-record, investments in intellectual property, and a reinforced leadership team are great advantages in the prevailing macro-environment that remains volatile.

APPROPRIATIONS:

a. DIVIDEND:

In recognition of the fact that the economy is recovering and in view of the Company''s performance the Directors do not recommend any Dividend for the Financial Year 2013-2014.

b. LIQUIDITY:

Your Company maintains sufficient cash to meet its strategic objectives. As on March 31st 2014, your Company has liquid assets including investment in mutual funds of Rs. 19.20 Crore as against Rs. 15.74 Crore at the previous year end. These funds are lying in current bank account, fixed deposits with banks and in mutual funds.

BOARD OF DIRECTORS

RE-APPOINTMENT/ APPOINTMENT:

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 2013, at least two-third of our Directors shall be subject to retirement by rotation. One- third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. Mr. Paresh Shah will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend his re-appointment.

Pursuant to provision of Section 149, 152 read along with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 and Clause 49 of the Listing Agreement, Ms. Shubhada Jahagirdar who has consented to act as Independent Director and in respect of whom the Company has received a notice in writing under Section 160 of the Act from a member proposing her candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5 (five) consecutive years effective from October 01st, 2014, not liable to retire by rotation.

Pursuant to the provisions of the Companies Act, 2013, the Company has decided the term of Independent Directors as below:

Pursuant to provision of Section 149, 152 read along with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Prof. Venugopal Ramaswami Iyengar (DIN 02591297), Dr. Shrikant Navnitlal Parikh (DIN 01735830), and Dr. Roopkishan Sohanlal Dave (DIN 2800417), who was appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing under section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office for 5(five) consecutive years for the term upto March 31st, 2019, not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under sub section (6) of Section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreement with the Stock Exchanges.

As stipulated under clause 49 (IV)(G) of the Listing Agreement entered into with the stock exchanges, the following informations are provided in the Report in explainatory statement to Notice forming part of the Annual Report:

A brief resumes of the Directors proposed to be appointed / reappointed;

Nature of their expertise in specific functional areas is as stated above;

The names of companies in which they hold directorships and membership/ chairmanship of Committees of the Board;

Shareholding of Non-Executive Directors as stated in clause 49(IV)(E)(V) of the Listing Agreement.

DIVIDEND:

Your Directors have not recommended any Dividend for the Financial Year 2013-2014.

COST AUDIT:

The Company is not required to undertake the cost audit as required under Section 148 of the Companies Act, 2013.

CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements, the Audited Consolidated Financial Statement is provided in the Annual Report.

COMMITTEES OF THE BOARD:

The details of the Committees of the Board including their composition are provided in the Corporate Governance Section of this Annual Report.

* Nomination and Remuneration Committee - Companies Act 2013.

Pursuant to the provisions of Section 178 of Companies Act, 2013, the Board of Directors of the Company has consented the change in nomenclature of existing Remuneration Committee to ''Nomination and Remuneration Committee'' as provided under Companies Act, 2013 and has also approved the revised terms of reference of the Nomination and Remuneration Committee as per the provisions of the Companies Act, 2013 (effective from 01/04/2014).

As per the said terms of reference approved by the Board the Nomination and Remuneration Committee shall formulate the criteria for determining the qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the Director, KMP and other employees. The Company''s policy on Directors appointment and remuneration and other specifications as mentioned above will be disclosed in the Boards'' Report as provided under Section 134 (3) (e) once the same is formulated by the Committee.

SUBSIDIARIES:

Your Company has Seven subsidiaries:-

1. Allied Digital Services, LLC;

2. Allied Digital INC;

3. Allied Digital Singapore Pte. Ltd;

4. Allied Digital Asia Pacific PTY LTD;

5. *Digicomp Complete Solutions Limited;

6. En Pointe Technologies India Private Limited ;

7. Allied-eCop Surveillance Private Limited.

* Your Company has divested it''s entire 52.6% holding in it''s subsidiary, Digicomp Complete Solutions Limited as per Share Purchase and Shareholders agreement on August 14th, 2013.

Pursuant to the provisions of Section 212 of the Companies Act, 1956 ("the Act"), the Company is required to attach to its Annual Report, the Balance Sheet, Profit and Loss Account, Directors'' Report and the Report of the Auditors'' (collectively referred to as "the accounts and reports''), of its subsidiaries for the year ended March 31st, 2014.

As required under the Listing Agreement with the stock exchange(s) a consolidated financial statement of the Company and all its subsidiaries have been prepared and attached hereto.

The Ministry of Corporate Affairs has granted a general exemption to the companies from attaching financials of the subsidiaries, subject to the laid down conditions. The Board of Directors has also given their consent for not attaching the accounts and reports of its subsidiary to the Annual Report under the provisions of Section 212 of the Companies Act, 1956. Therefore, the Company shall not be attaching the audited accounts of the subsidiaries to the annual accounts of the Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the Company and that of the subsidiary company concerned.

The statement containing the list of subsidiaries along with brief financial details of the subsidiaries is given on page numbers 122 of the Annual Report.

UTILISATION OF FUNDS RAISED THROUGH QIP AND ISSUE OF SHARE WARRANTS:

The Company has raised funds through the issue of shares to the Qualified Institutional Buyers pursuant to Qualified Institutional Placement and Issue of Share Warrants to Bennett Coleman and Company Limited. Out of the above issues proceeds as on March 31st 2014, the company is having balance of Rs. 5.01 cores pending for deployment.

HUMAN RESOURCES:

Your Company recognizes the importance of people in its growth and has been progressing with the unflinching commitment of the dedicated team of employees. The Company''s recruitment practices ensure that suitable candidates with merit are recruited and provided with right opportunities to grow within the Organization. The Company has developed an HR strategy comprising need base training. Employees are encouraged to attend seminars, lectures and training. Key performance indicators by department heads were subject to regular management review meetings.

Developing a learning culture has always been and will continue to be our uppermost priority. Our efforts in the coming years will be to enable our employees to continually grow and build a competitive edge by translating the learning into positive actions. Several trainings were conducted during the year under review. We believe that together we can and will make the Company achieve its corporate mission.

QUALITY & CERTIFICATION:

We continue our excellence in journey with a critical focus on quality and processes and significant investment in quality processes. Pursuant to our ISO 9001 certification, since last 15 years, we continued further certifications for our other activities. Your Company''s Remote Management Services (RMS) center at Navi Mumbai has got ISO 27001: 2005 Certification in a year 2007 and has gone through one successful renewal and five successful surveillance audit. It is planned to get this certified against ISO 27001:2013 in Aug 2014. By this certification, we have protected IT infrastructure by means of right infrastructure and process deployment so that the customers are in safe hands. We have further completed certifications of this RMS by ISO 20000- 1:2005 which is certification of excellence in IT Service Management and has gone through one successful renewal and two successful surveillance audits and recently we have up-scaled this certification to ISO 20000- 1:2011. The IT services that we thus provide from this RMS are certified to be one of the best in the world meeting requirements of that standard. We have further initiated movements towards green IT and offer green data center consultancy to our prospects. In this initiative we intend to voluntarily reduce energy consumption of hardware and offer consultancy to our prospects to reduce consumption of that data center thus improving carbon footprint and one more step towards precious energy conservation. We have registered for getting our software activities certified under CMMI certification level 3 which is expected to be completed in a year''s time.

SUSTAINABILITY INITIATIVES:

As part of sustainability journey, Allied Digital''s various businesses have adopted sustainability approach encompassing initiatives covering natural & energy resource conservation, water efficiency, waste reduction and product innovation. This is strengthened through commitment of top management, robust processes and policy formulation.

The company actively works towards development of underprivileged communities especially around our area of operations. Mother & child health, primary education and skill building are the key thrust areas for community welfare.

INVESTMENTS:

The investments of the Company as on March 31st, 2014 were to the tune of Rs. 152.46 Crore as compared to the last year''s investment of Rs. 151.93 Crore.

The Book value of the quoted investments for the year under review was Rs. 5.01 Crore (previous year Rs. 5.17 Crore) and its realizable value as at March 31st, 2014 for this investment was same as book value.

FIXED DEPOSITS:

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has accepted fixed deposits during the year. As on date no Principal or Interest amount is outstanding.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

The information on Conservation of Energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Although operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible areas.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Annexure to the Directors'' Report and the same are nil as no employees of the Company come under the purview of the aforesaid provisions. However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975, the Annual Report is being sent to all Members of the Company excluding the aforesaid information. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of your Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956, that:

In the preparation of the Annual Accounts for the year ended March 31st, 2014, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any;

The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31st, 2014;

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

The Directors have prepared the Annual Accounts for the year ended March 31st, 2014, on a going concern basis.

STATUTORY AUDITORS:

At the Annual General Meeting, members will be requested to appoint M/s. Shah & Taparia, Chartered Accountant, Mumbai (Firm Registration No. 109463W) as Auditors of the company in place of retiring auditors M/s. K.M. Kapadia & Associates, Chartered Accountant, Mumbai (Firm Registration No. 104777W), to hold office for a period of five years i.e. from conclusion of Twentieth Annual General Meeting until conclusion of Twenty - Fifth Annual General Meeting of the Company subject to ratification in every Annual General Meeting and to fix their remuneration.

M/s. Shah & Taparia, Chartered Accountants, have given their consent for appointment. The Company has also received a certificate of eligibility from them under Section 139(1) of the Companies Act, 2013 and notice from a shareholder moving resolution of their appointment.

SECRETARIAL AUDITOR:

Pursuant to the provisions of the Section 179(3) and 204 of the Companies Act, 2013 read with Rule 8 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as a measure of good corporate governance practice, the Board of Directors of the Company hereby appoint M/s. Pramod S. Shah & Associates (Membership No. 334), Practicing Company Secretaries as a Secretarial Auditors of the Company for the Financial Year 2014-2015 on such remuneration as may be decided by the Board in consultation with the Secretarial Auditor.

ESOP 2010:

At present the Company has an Option plan for its employees, "ESOP 2010". "ESOP 2010", was approved by the members at their meeting held on September 29th, 2010. The Company had granted total 502,500 options under "ESOP 2010" to the eligible employees in tranches out of total 3,000,000 grants allocated under the effective ESOP scheme. During the financial year ended March 31st, 2014, No options were granted to employee of the Company or it''s Subsidiary. Each option entitles the holder thereof to apply for and be allotted Equity Shares of the Company upon payment of the exercise price during the exercise period.

The details of present ESOP are given in the table:-

PARICULARS ESOP 2010 GRANT

Total Options granted by the plan (no.) 502,500

Pricing formula on date of grant Fair Market Value

Options granted during the year (no.) Nil

Weighted average price per Option granted (Rs.) N.A.

Variation in terms of Options NA

Options exercised during the year (no.) Nil

Money raised on exercise of Options (Lakhs) Nil

Options forfeited and lapsed during the year (no.) Nil

Total number of Options in force at the end of the year. (no.) 487500

Grant to senior management Nil

Employees receiving 5% or more of the total number of Options granted during the year N.A.

Employees granted Options equal to or exceeding 1% of the issued capital Nil

Diluted EPS in accordance with [AS-20] N.A.

CORPORATE GOVERNANCE:

Your Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges. The Company''s governance practices are described separately in the Corporate Governance section from pages 33 of this Annual Report. We have obtained certification from a Practicing Chartered Accountant on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges, described in the separate section forming a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

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

THE COMPANIES ACT, 2013:

The Companies Act, 2013 (the Act) came into force as on April 1st, 2014 (in the manner, to the extent notified by the Ministry of Corporate Affairs). The Act has replaced the Companies Act, 1956 and has brought a new set of compliances for companies. The new Legislation will facilitate greater transparency, more disclosures and enhanced corporate governance. The Company is taking necessary steps for implementation of the provisions of the Act.

AWARDS AND RECOGNITION:

During the year Company has received various awards & recognitions. The awards are listed below:

* Certificate of Excellence from India Inc Innovative 100, for smart innovation -ADiTaaS platform

* "Best VAR 2013'' - Western India

* Winner of the Channel World Premier 100 Awards, 2014

ACKNOWLEDGMENT:

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

We thank the Government of India, the Ministry of Communication and Information Technology, the State Government, various government agencies and the Government of United States of America where we have operations, for their immense support, and look forward to their continued support in future.

For and on behalf of the Board of Directors

sd/- sd/- Nitin D. Shah Prakash D. Shah Chairman & Managing Director Executive Director- Commercial

Place: Mumbai Date: August 14th, 2014

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Mar 31, 2012

To The Members of ALLIED DIGITAL SERVICES LIMITED

The Directors present herewith the Annual Report together with the Audited Statement of Accounts and Auditors' Report thereon for the Financial Year ended March 31st, 2012:

RESULTS OF OPERATIONS

(Rs. in Lacs)

"PARTICULARS 2011-12 2010-11

Total Operational Income 40602.05 52190.79

Other Income 1569.57 695.32

Total Income 42171.62 52886.11

Less: Operating Expenditure 37420.70 43917.84

Profit before Interest, Depreciation, Amortization Tax & Exceptional Item 4750.92 8968.27

Less: Depreciation 1636.69 1176.14

Less: Interest 1639.90 783.05

Profit before Tax and Exceptional Item 1474.33 7009.08

Less: Provision for Taxation including FBT 0.0 888.19

Less: Deferred Tax Liability 884.56 511.31

Net Profit for the year 589.77 5609.58

Add: Balance brought forward from the Previous Year 27986.78 23308.47

Amount Available for Appropriation 28576.55 28918.05

Less: Proposed Dividend Including Dividend Tax 134.20 271.60

Less: Short provision of Tax of earlier years (Net) 0.00 659.67

Add: Excess provision of Tax of earlier years 1.75 0.00

Balance carried to Balance Sheet 28444.10 27986.78

BUSINESS OPERATIONS

Your Company is an IT Infrastructure Management and Technical Support Services Outsourcing Company, with an impeccable track record for designing, developing, deploying and delivering end-to-end IT Infrastructure services with an objective to provide end to end IT Solutions, outcomes of which have always resulted into a positive change in the organization. Your Company is an experienced entity having sufficient knowledge of the local market which assists them in organizing manpower for diverse tasks and contractual works. It has over more than two decades of experience in enterprise IT Infrastructure, Management and Implementation and consulting on complex IT Solutions for different Business Verticals.

Your Company inherent capabilities built on the philosophy of '3S' (Smart People, Smart Processes, Smart Technology); provides the strong foundation for a best-in-class Integrated Service Delivery Framework which consistently augments our overall value creation proposition to our clients; both effectively and efficiently.

Your Company provide credible, high class and customer oriented services and solutions to its clients, actively participate to fulfill the needs and preferences of the customers, their requirements in a dedicated manner. We seek long-term partnership with clients while addressing their IT requirements. Our customer - centric approach has resulted in high levels of client satisfaction and retention. Moreover we encourage a warm and cordial environment in our organization which will add to the skilled workforce and also improve the work culture.

The global economic environment remains subdued, although key economies such as the US are showing stability and some improvement, with a yet unresolved crisis in the Euro zone and signs of slower growth in many emerging economies. In such business conditions the Company's gross income for the financial year ended March 31st, 2012 decreased by 20 per cent to Rs. 421.72 Crore, from Rs. 528.86 Crore in the previous year. The operating profit (PBDIT) of the Company decreased to Rs. 47.51 Crore during the year, from Rs. 89.68 Crore in the previous year. Interest & Depreciation was at Rs. 32.77 Crore as against Rs. 19.59 Crore in the previous year. The provision for taxation during the year was Rs. 8.85 Crore

which includes deferred tax liability for the year. The net profit for the year decreased by 89 per cent to Rs. 5.90 Crore from Rs. 56.10 Crore in the previous year. Like several other major technology companies, Allied Digital has also been hurt by the recent economic turmoil, margin pressure, increase in competition, spending curbed on IT cost by the customer. The Company's Net worth as on March 31st, 2012, stood at Rs. 687.39 Crore, as against Rs. 686.06 Crore last year.

OUTLOOK

During financial year 2013, the company aims to deepen its engagements with existing clients, draw repeat business, and emerge as the ''First Choice'' and the preferred partner for its marquee global customers.

During financial year 2012, the Company entered into high potential, business transformation deals with new customers that will also enable it to further expand and strengthen its footprint in Europe and the USA. Going forward, the Company will attempt to build upon these achievements.

The Company sees its eco-system of critical partnerships and alliances with reputed global companies as an important asset and will continue to explore opportunities to further expand it.

The Company's differentiated business model with strong capabilities in its chosen verticals, programmed management track-record, investments in intellectual property, and a reinforced leadership team are great advantages in the prevailing macro-environment that remains volatile.

APPROPRIATIONS: a. DIVIDEND:

In recognition of the fact that the economy is recovering and in view of the Company's profitable performance the Directors recommend a Dividend of Rs. 0.25 per Equity Share of Rs. 5/- each i.e. 5 % of the face value of each Equity Share (last Year Rs. 0.50 on the paid up value of equity share of Rs. 5/- each) of the Company for the financial year 2011-2012.

b. LIQUIDITY:

Your Company maintains sufficient cash to meet its strategic objectives. As on March 31st, 2012, your Company has liquid assets including investment in mutual funds of Rs. 34.56 Crore as against Rs. 80.19 Crore at the previous year end. These funds are lying in current bank account, fixed deposits with banks and in mutual funds.

DIRECTORS: RE-APPOINTMENT/ APPOINTMENT

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 at least two- third of our Directors shall be subject to retirement by rotation. One- third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re-election.

As stipulated under clause 49 of the Listing Agreement entered into with the stock exchanges, brief resumes of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas is as stated above and the names of companies in which they hold directorships and membership / chairmanship of Board Committees are provided in the Report on Corporate Governance forming part of the Annual Report.

The Board recommends to the members the resolutions for appointment and re - appointment of the Directors mentioned above.

DIVIDEND:

Your Directors have recommended a Dividend of Rs. 0.25 per Equity Share of Rs. 5/- each i.e. 5 % of the face value of each Equity Share of the Company for the financial year 2011-2012.

COST AUDIT:

The Company is not required to undertake the cost audit as required under Section 233 B of the Companies Act, 1956. COMMITTEES OF THE BOARD:

The details of the Committees of the Board including their composition are provided in the Corporate Governance Section of this Annual Report.

SUBSIDIARIES

Your Company has seven subsidiaries.

1. Allied Digital Services, LLC. (USA)

2. Allied Digital INC (USA);

3. Allied Digital Singapore Pte. Ltd;

4. Allied Digital Asia Pacific PTY LTD (Australia);

5. Digicomp Complete Solutions Limited;

6. En Pointe Technologies India Private Limited ;

7. E-cop Surveillance India Private Limited.

Pursuant to Section 212 of the Companies Act, 1956 ("the Act"), the Company is required to attach to its Annual Report, the Balance Sheet, Profit and Loss Account, Directors' Report and the Report of the Auditors (collectively refereed to as "the accounts and reports'), of its subsidiaries for the year ended March 31st, 2012.

As required under the Listing Agreement with the stock exchange(s) a consolidated financial statement of the Company and all its subsidiaries has been prepared and attached hereto.

The Ministry of Corporate Affairs has granted a general exemption to the companies from attaching financials of the subsidiaries, subject to the laid down conditions. The Board of Directors has also given their consent for not attaching the accounts and reports of its subsidiary to the Annual Report under the provisions of section 212 of the Companies Act, 1956. Therefore, the Company shall not be attaching the audited accounts of the subsidiaries to the annual accounts of the Company for the current year. The annual accounts of the subsidiary companies and related detailed information will be made available to any member of the Company or subsidiary company upon request and are also available for inspection by any member of the Company, during the business hours, at the registered office of the Company and that of the subsidiary company concerned.

The statement containing the list of subsidiaries along with brief financial details of the subsidiaries is given on page numbers 89 of the Annual Report.

UTILISATION OF FUNDS RAISED THROUGH QIP AND ISSUE OF SHARE WARRANTS:

The Company has raised funds through the issue of shares to the Qualified Institutional Buyers pursuant to Qualified Institutional Placement and Issue of Share Warrants to Bennett Coleman and Company Limited. Out of the above issues proceeds as on March 31st 2012, the Company is having balance of Rs. 13.17 cores pending for deployment.

HUMAN RESOURCES:

Your Company recognizes the importance of people in its growth and has been progressing with the unflinching commitment of the dedicated team of employees. The Company's recruitment practices ensure that suitable candidates with merit are recruited and provided with right opportunities to grow within the Organization. The Company has developed an HR strategy comprising need base training. Employees are encouraged to attend seminars, lectures and training. Key performance indicators by department heads were subject to regular management review meetings.

Developing a learning culture has always been and will continue to be our uppermost priority. Our efforts in the coming years will be to enable our employees to continually grow and build a competitive edge by translating the learning's into positive actions. Several trainings were conducted during the year under the year under review. We believe that together we can and will make the Company achieve its corporate mission.

QUALITY & CERTIFICATION:

We continue our excellence in journey with a critical focus on quality and processes and significant investment in quality processes. Pursuant to our ISO 9001 certification, since last 13 years, we continued further certifications for our other activities. Your Company's Remote Management Services (RMS) center at Navi Mumbai has got ISO 27001: 2005 Certification in a year 2007 and has gone through three successful surveillance audits, a recertification audit thereafter. By this certification, we have protected our IT infrastructure by means of right infrastructure and process deployment so the customers are in safe hands. We have further completed certifications of this RMS by ISO 20000-1:2005 which is certification of excellence in IT Service Management and has gone through two successful surveillance audit and recently we have upscale this certification to ISO 20000-1:2011. The IT services that we thus provide from this RMS are certified to be one of the best in the world meeting requirements of that standard. We have further initiated movements towards green IT and offer green data center consultancy to our prospects. In this initiative we intend to voluntarily reduce energy

consumption of hardware and offer consultancy to our prospects to reduce consumption of that data center thus improving carbon footprint and one more step towards precious energy conservation. We have registered for getting our software activities certified under CMMI certification level 3 which is expected to be completed in a year's time.

SUSTAINABILITY INITIATIVES:

As part of sustainability journey, Allied's various businesses have adopted sustainability approach encompassing initiatives covering natural & energy resource conservation, water efficiency, waste reduction and product innovation. This is strengthened through commitment of top management, robust processes and policy formulation.

The company actively works towards development of underprivileged communities especially around our area of operations. Mother & child health, primary education and skill building are the key thrust areas for community welfare.

INVESTMENTS

The investments of the Company as on March 31st, 2012 were to the tune of Rs. 152.46 Crore as compared to the last year's investment of Rs. 171.94 Crore.

The Book value of the quoted investments for the year under review was Rs. 13.17 Crore (previous year Rs. 42.71 Crore) and its realizable value as at March 31st, 2012 for this investment was same as book value.

FIXED DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed deposits during the year and as such, no amount of Principal or Interest was outstanding as of the Balance Sheet date.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information on Conservation of Energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. Although operations of the Company are not energy intensive, steps are being taken to conserve energy in all possible areas.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Annexure to the Directors' Report and the same is nil as none of the employees of the Company come under the purview of the aforesaid provisions. However, having regard to the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956 and Companies (Particulars of Employees) Rules, 1975, the Annual Report is being sent to all Members of the Company excluding the aforesaid information. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of your Company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs In Lakhs)

PARICULARS 2012 2011

Earnings 598.53 3717.79

Outflow (including Capital imports) 691.23 359.64

Net Foreign Exchange Earnings (NFE) (92.70) 3358.15

NFE / Earnings (%) (15) 90

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956, that:

a) In the preparation of the Annual Accounts for the year ended March 31st, 2012, the applicable accounting standards have been followed Along with proper explanation relating to material departures, if any.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31st, 2012 and of the profit of the Company for that year.

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

d) The Directors have prepared the Annual Accounts for the year ended March 31st, 2012, on a going concern basis. STATUTORY AUDITOR

M/s. K. M. Kapadia & Associates, Chartered Accountants, Mumbai, Statutory Auditor of your Company hold office till the conclusion of the forthcoming Annual General Meeting of the Company. He has signified his willingness to accept office, if re-appointed. The Company has also received his eligibility under Section 224 (1B) of the Companies Act, 1956.

INTERNAL AUDITORS:

Your Company has appointed HNT & Co. as Internal Auditors for conducting the Internal Audit.

CORPORATE GOVERNANCE

Your Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and Section 292A of the Companies Act 1956. The Company's governance practices are described separately in the Corporate Governance section from pages 11 to 26 of this Annual Report. We have obtained certification from a Practicing Chartered Accountant on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges, described in the separate section forming a part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

AWARDS AND RECOGNITION

During the year Company has received various awards & recognitions. The awards are listed below:

1. Channel World Premier 100

2. 'BEST MANAGED SERVICES PROVIDER' by CRN Excellence Award - 2011

3. ITPV Best Business Leader - 2011 (Solution Provider Category)

4. ITPV Partner leadership award -BEST SOLUTION PROVIDER - 2011 (SECURITY)

5. Asia Pacific Entrepreneurship Awards 2011

6. Top Solution Provider (Silver)

7. Solution Champ - Managed Security Services ACKNOWLEDGMENT

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels.

We thank the Government of India, the Ministry of Communication and Information Technology, the State Government, various government agencies and the Government of United States of America where we have operations, for their immense support, and look forward to their continued support in the future.

CAUTIONARY STATEMENT:

Statements forming part of the Management Discussion and Analysis covered in this report may be forward- looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. The Company takes no responsibility to publicly amend, modify or revise any forward looking statements on the basis of any subsequent developments, information or events.

For and on behalf of the Board of Directors

sd/- sd/-

Nitin D. Shah Prakash D. Shah Chairman and Managing Director Director - Commercial

Mumbai

August 28th, 2012

---

Mar 31, 2010

We are delighted to present the Directors Report on our business and operations together with the audited statement of accounts for the year ended March 31, 2010.

RESULTS OF OPERATIONS

(Rs in Lakhs)

PARTICULARS 2009-10 2008-09

Total Operational Income 47,051.06 39,164.10

Other Income 421.55 218.60

Total Income 47,472.61 39,382.70

Less: Operating Expenditure 34,642.76 29,467.27

Profit before Interest, Depreciation, Amortization Tax & Exceptional Item 12,829.85 9,915.43

Less: Depreciation 656.58 358.65

Less: Interest 363.11 259.59

Profit before Tax and Exceptional Item 11,810.16 9,297.19

Excess Depreciation reversal in respect of Earlier Years 0.00 270.07

Profit before Tax 11,810.16 9,567.26

Less: Provision for Taxation including FBT 2,008.90 1,476.54

Less: Deferred Tax Liability 137.21 136.15

Net Profit for the year 9,664.05 7,954.57

Add: Balance brought forward from the Previous Year 14,686.42 7,655.69

Amount Available for Appropriation 24,350.47 15,610.26

Less: Transfer to General Reserve 500.00 500.00

Proposed Dividend Including Dividend Tax 542.00 423.84

Balance carried to Balance Sheet 23,308.47 14,686.42

BUSINESS OPERATIONS

The financial year 2009-10 was an important year for Companies around the world as the global economic downturn witnessed in 2008-09 was one of the worst in recent generations. The overall performance of the Company for the financial year 2009-10 was satisfactory. The company was able to grow itself at all fronts.

The Companys gross income for the financial year ended March 31, 2010 increased to Rs 47,472.61 lacs, from Rs 39,382.70 lacs in the previous year, registering a growth of over 21%. The operating profit (PBDIT) of the Company increased 29% to Rs 12,829.85 lacs during the year, up from Rs 9,915.43 lacs in the previous year. Total Interest and Depreciation was at Rs 1,019.69 lacs as against Rs 348.17 lacs in the previous year. The provision for taxation during the year was Rs 2,146.11 lacs. The net profit for the year increased by 21% to Rs 9,664.05 lacs from Rs 7,954.57 lacs in the previous year. An amount of Rs 500 lacs was transferred to the General Reserve during the year under review. The Companys Net worth as on March 31, 2010, stood at Rs 63,512.93 lacs, as against Rs 31842.87 lacs last year.

The service segment of the Company contributed 35% in the year under review as compared to 28 % contributed in the previous year. The increased share of ‘service’ segment and cost effectiveness has resulted in increase in operating margin during the year under review as compared to previous year.

APPROPRIATIONS:

a. DIVIDEND:

In recognition of the fact that the economy is recovering and in view of the Company’s profitable performance the Directors recommend a Dividend of Rs 1/-per Equity Share of Rs 5/- each (last Year Rs 2 on the paid up value of equity share of Rs 10/- each) of the Company for the financial year 2009-2010. The final Dividend, if approved by the members, would involve an outflow of Rs 464.80 lacs towards Dividend and Rs 77.20 lacs towards Dividend Distribution Tax, resulting in a total outflow of Rs 542.00 lacs.

b. TRANSFER TO RESERVES:

During the year, the Company proposes to transfer Rs 500 Lacs to General Reserve out of the amount available for appropriation.

LIQUIDITY:

Your Company maintains sufficient cash to meet its strategic objectives. As on 31.3.2010, your Company has liquid assets including investment in mutual funds of Rs 21,702.97 lacs as against Rs 2,071.95 lacs at the previous year end. These funds are lying in current bank accounts, fixed deposits with banks and in mutual funds.

INCREASE IN THE SHARE CAPITAL:

QUALIFIED INSTITUTIONAL PLACEMENTS ("QIP")

During the year, Your Company has successfully raised an amount Rs 23,142.21 lacs equivalent to USD 50 Million through Qualified Institutional Placements (“QIP”) by allotting 49,00,000 Equity Shares of Rs 10/- at a premium of Rs 462.29 per shares to 33 allotees.

ESOP

During the year, the Company allotted 4,50,500* Equity Shares of Rs 5/-each at premium of Rs 42.5 each under growth plan of ‘ESOP 2007.

* The Company had passed a resolution on September 23, 2009 at its fifteenth Annual General Meeting for sub – division of the Equity Shares of Rs 10/- each of the Company into Equity Shares of Rs 5/- each. Accordingly the exercise price has also reduced to half.

WARRANTS TO BENNETT, COLEMEN COMPANY LIMITED (BCCL)

During the year, Your Company has allotted 2,00,000 Warrants on preferential basis to BCCL, with an option to BCCL to subscribe to equal number of Equity Shares within a period of 18 months from the date of allotment of the Warrants at a floor price of Rs 277/- per Equity Shares. The pricing of the Equity arising out of exercise of rights attached to the warrants shall not be lower than the price determined in accordance with clause 13.1.1.1 of Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000 SUBJECT HOWEVER THAT in the event, the price determined in accordance with Clause 13.1.1.1 of Chapter XIII of SEBI (Disclosure and Investor Protection) Guidelines, 2000 is more than Rs 277/- at the time of conversion, then, the warrants will be converted into Equity Shares at such higher price subject to a upper cap of Rs 100/- over and above floor price of Rs 277/-. The Company has already received warrant application money of Rs 188.50 Lacs.

STRATEGIC JOINT VENTURE

With the objective of moving towards its goal of being among the leading IT Infrastructure Mangement Service provider globally, the Company entered a 50: 50 Joint venture with TES – AMR Pte. Ltd. (Singapore) group and formed Digicomp Electronics Testing Services (Dets) Pte. Ltd as joint venture Company at Singapore through its subsidiary Digicomp Complete Solutions Limited. This joint venture will be able to competitively extend its multi-faceted services to all the OEMs, ODMs, System Integrators and EMS in the field of Information & communication technology and other large corporations. DETS is a new industry benchmark where the most valued service and process attributes of both JV partners consolidate at a common platform, providing extremely cost effective single point of solutions for customers to en-cash.

FUTURE PLANS

With already proven capabilities in India, the US & Australia geographies too have become an exciting arena of action for your Company. Our remote and shared service delivery capabilities, has allowed us to offer customers unmatched values and savings through the OPEX model in end to end technology services.

Our future plans and objectives will remain to maximize values for our customers, employees and stakeholders and to further strengthen our reach into the large IT - Infrastructure Management Services market globally.

Your company will continue to forge strategic partnerships with key players globally to deliver an unparalleled and customer focused seamless technology experience.

As predicted, businesses are moving towards the service based or cloud based computing model very fast and our Company already has a number of customers who are already availing of these services. As businesses globally move towards adopting technology through a utility based model, your Company will be ready to enhance its offerings and remain at the helm of innovation.

Your Company, through its subsidiaries, has also pioneered in the field of E-Waste Recycling and will also work towards strengthening the technology delivery capabilities and reach within India as well as abroad.

SPLIT OF EQUITY SHARES

During the year, The Equity share of Rs 10/- each is sub divided into 2 (two) Equity Shares of Rs 5/- each Vide Special resolution passed at the 15th Annual General Meeting held on September 23, 2009. Accordingly share prices w.e.f 11.11.2009 represents the Equity Shares of Rs 5/- each fully paid up.

SUBSIDIARIES/ JOINT VENTURES

Your Company has four subsidiaries and one joint venture Company:

1. En Pointe Global Services, LLC;

2. Digicomp Complete Solutions Limited;

3. Allied Digital, INC;

4. En Pointe Technologies India Private Limited;

5. Digicomp Electronics Testing Services (Dets) Pte. Ltd (50:50 Joint venture of Digicomp Complete Solutions Limited and TES-AMR PTE. LTD.).

Pursuant to Section 212 of the Companies Act, 1956 ("the Act"), the Company is required to attach to its Annual Report, the Balance Sheet, Profit and Loss Account, Directors Report and the Report of the Auditors (collectively refereed to as “the accounts and reports), of its subsidiaries for the year ended March 31, 2010. Since the Company presents audited consolidated financial statements in its Annual Report, the Company had applied to the Central Government for an exemption from attaching the accounts and reports of its subsidiaries to the Annual Report. The approval of the Central Government in this regard has been received vide letter no. 47/649/2010 – CL – III dated July 20, 2010 exempting the Company from attaching the accounts and reports of subsidiary companies under the provisions of Section 212 of the Companies Act, 1956. Hence, the accounts and reports of the subsidiary Companies are not attached to the Annual Report of the Company.

The Company will make available the accounts and related information of the subsidiary companies upon request by any member / investor of the Company or its subsidiaries. The accounts and related information of the subsidiary Companies will also be kept open for inspection by any member, at its head office and that of the subsidiary Companies concerned. The Company shall furnish a hard copy of the details of accounts of subsidiaries to any shareholder on demand. The Company has posted the details of accounts of individual subsidiary Companies on its website.

The statement containing the list of subsidiaries along with brief financial details of the subsidiaries is given on page numbers 82 of the Annual Report.

DIRECTORS:

a. APPOINTMENT

In accordance with Section 260 of the Companies Act, 1956, Dr. Roop Kishan Dave was appointed as an Additional Director of the Company with immediate effect by the Board of Directors at its meeting held on October 05, 2009. He holds office till the date of the ensuing Annual General Meeting of the Company. The Company has received requisite notice together with necessary deposits from a member of the Company pursuant to Section 257 of the Companies Act, 1956 proposing the candidature of Dr. Roop Kishan Dave for the office of a Director of the Company.

b. RE-APPOINTMENT

In accordance with the Articles of Association of the Company and provisions of the Companies Act, 1956 at least two-thirds of our Directors shall be subject to retirement by rotation. One - third of these retiring Directors must retire from office at each Annual General Meeting of the Shareholders. The retiring Directors are eligible for re- election. Dr. Shrikant Parikh and Prof. Venugopal Iyengar, retiring by rotation and being eligible offer themselves for reappointment at this Annual General Meeting.

As stipulated under clause 49 of the Listing Agreement entered into with the stock exchanges, brief resumes of the Directors proposed to be appointed / reappointed, nature of their expertise in specific functional areas and the names of Companies in which they hold directorships and membership / chairmanship of Board Committees, are provided in the Report on Corporate Governance forming part of the Annual Report.

The Board recommends to the members the resolutions for appointment and re - appointment of the Directors mentioned above.

INTERNAL AUDITORS:

Your Company has appointed HNT & CO as the Internal Auditor for conducting the Internal Audit.

EMPLOYEE STOCK OPTION PLAN (ESOP) :

At present the company has two Option plans for its employees. The Company had granted total 4,96,630 options to eligible employees in tranches out of total 5,00,000 grants allocated under the ESOP Plans.

Your company considers that Intellectual capital is the source of competitive advantage for organizations in most industries especially for those industries that are highly geared towards innovation. The success of these organizations to a large extent depends on its ability to attract, retain and motivate its human resources. Stock Options and similar other equity-linked plans have been long recognized to be an effective tool in this regard. With this in view and in order to enable the employees to participate in the long term growth and financial success of the Company, the Board of Directors at their meeting held on 3rd September 2010 approved another Employee Stock Option Scheme titled as “ESOP 2010”, subject to the approval of the members, granting stock options to the eligible employees of the Company.

The salient features of the employee stock option scheme are set-out below:

Total Options to be Allocated 30,00,000 Options each entitling the holder thereof to be issued and allotted one Equity Share in the Company at the price as stated here in below.

Identification of classes of employees Person who are “employees” of the Company, as defined in the

entitled to participate in the ESOP ESOP Guidelines (including any statutory modification(s) or re- enactment of the Act or the Guidelines, for the time being in force), and as may be decided by the Compensation Committee, from time to time. Under the prevailing regulations, an employee who is a promoter or belongs to the promoter group or a Director, who hold directly or indirectly more than 10% of the equity shares of the Company, will not be eligible to participate in the ESOP.

Requirements of vesting and period of vesting Vesting of options may commence after one year of grant of options, and may extend upto 7 (seven) years from the date of grant. The vesting may occur in tranches, subject to the terms and conditions of vesting, as may be stipulated by the Compensation Committee, in its discretion, and which will include performance appraisal of the employee and achievement of other performance of other milestone.

Exercise Price of options The Grant Price for all or any Options shall be determined by the Compensation Committee or the Board as the case may be but shall be not less than the Market Price as determined under the Guidelines.

Exercise Period and the process of Exercise The exercise period will commence from the date of vesting and will expire later of 7 (Seven) years from the date of grant of options or 6 (Six) years from the date of vesting or such other period as may be decided by the Compensation Committee, from time to time. The Options will be exercisable by the Employees by a written application to the company to exercise the Options, in such manner, and on execution of such documents, as may be prescribed by the Compensation Committee from time to time. The options will lapse if not exercised within the specified exercise period.

Appraisal Process for determining the The appraisal process for determining the eligibility of the

eligibility of employees to ESOP employee will be specified by the Compensation Committee, and will be based on criteria such as the seniority of the employee, length of service, performance record, merit of the employee, and/or any such other criteria that may be determined by the Compensation Committee at its sole discretion.

Maximum number of options to be issued The maximum number of Options granted per employee will not

per employee and in aggregate exceed 1% of the paid up Equity shares of the Company. The aggregate of all such Options granted shall not exceed 30,00,000.

Corporate Action The number of options granted and/or the exercise price will be proportionately adjusted in the event of corporate actions such as bonus issues, rights issues, merger and amalgamations, demerger and all such actions which may call for proportionate adjustment in the number of Options and/or the Exercise Price subject to the Exercise Price not being less than the face value of the Shares.

None of the Directors of the Company is, in anyway, concerned or interested in the said resolution.

The Board of Directors are pleased to recommends the same for the approval of Shareholders.

The details of present ESOP are given in the table:

PARICULARS LOYALTY GROWTH

GRANT GRANT

Total Options granted by the plan (no.) 63,300 4,33,300

Pricing formula on date of grant (Rs) 10/- 95/-

Options granted during the year (no.) Nil Nil

Weighted average price per Option granted (Rs) NA NA

Variation in terms of Options NA NA

Options exercised during the year (no.) Nil 2,25,250

Total number of shares arising as a result of exercise of option Nil 1,96,050 equity shares of

Rs 10/- each & 58,400

equity shares of

Rs 5/- each

Money raised on exercise of Options during the year (Rs in lacs) Nil 213.99

Options forfeited and lapsed during the year (no.) Nil 4,200

Total number of Options in force at the end of the year. (no.) Nil 1,75,800*

Grant to senior management Nil Nil

Employees receiving 5% or more of the total number of Nil Nil

Options granted during the year

Employees granted Options equal to or exceeding 1% Nil Nil

of the issued capital



PARTICULARS 2010 2009

NO. OF WEIGHTED NO. OF WEIGHTED

OPTIONS AVERAGE / OPTIONS AVERAGE /

EXERCISE EXERCISE

PRICE (Rs) PRICE (Rs)

Loyalty Grant

Outstanding at the beginning of the year Nil 10.00 63,300 10.00

Forfeited Nil 10.00 12,864 10.00

Exercised Nil 10.00 50,436 10.00

Outstanding at the end of the year Nil 10.00 Nil 10.00

Vested at the end of the year Nil 10.00 Nil 10.00

Growth Grant

Outstanding at the beginning of the year 3,17,400 95.00 2,08,200 95.00

Forfeited 4,200 95.00 43,500 95.00

Exercised 1,96,050 equity

shares of Rs 10/- each & 58,400 equity

shares of Rs 5/- each 95.00 54,900 95.00

Granted Nil 95.00 1,52,700 95.00

Outstanding at the end of the year 1,75,400* 95.00 3,17,400 95.00

Vested at the end of the year 1,05,600* 95.00 2,07,600 95.00

During the year there were no options vested below the fair market value of the shares, and hence no expenses have been provided on the account of Employee Stock Option cost.

* The Company had passed a resolution on September 23, 2009 at its fifteenth Annual General Meeting for sub – division of the Equity Shares of Rs 10 each of the Company into Equity Shares of Rs 5 each. Accordingly the exercise price has also reduced to half.

STATUTORY AUDITORS

M/s. K. M. Kapadia & Associates, Chartered Accountants, Mumbai, Statutory Auditors of your Company hold office till the conclusion of the forthcoming Annual General Meeting of the Company. He has signified his willingness to accept office, if re-appointed. The Company has also received his eligibility under Section 224 (1B) of the Companies Act, 1956.

COST AUDIT

The Company is not required to undertake the Cost Audit as required under Section 233 B of the Companies Act, 1956.

FIXED DEPOSITS

In terms of the provisions of Section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit Rules), 1975, the Company has not accepted any fixed deposits during the year and as such, no amount of Principal or Interest was outstanding as of the Balance Sheet date.

QUALITY & CERTIFICATION:

We continue our excellence in journey with a critical focus on Quality and Processes with significant investment in efforts and in Quality Processes. Pursuant to our ISO 9001 certification experience since last 11 years, we continued further certifications for our other activities. We have upgraded this certification to ISO 9001:2008 2 years ago.

Your Companys Remote Management Services (RMS) centre at Navi Mumbai has got ISO 27001:2005 certification in year 2007 and has gone through two successful surveillance audits thereafter. By this certification, we have protected our IT infrastructure by means of right infrastructure and process deployment so the customers we service are in safe hands.

We have further completed certification of this RMS by ISO 20000-1:2005 which is certification for excellence in IT service management. The IT services that we thus provided from this RMS are certified to be one of the best in the world meeting requirements of that standard.

We have further initiated movements towards Green IT and offer Green Data Center consultancy to our prospects

In this initiative we intend to voluntarily reduce energy consumption of hardwares and offer consultancy to our prospects to reduce energy consumption of their Data Centers thus improving carbon footprint and one more step towards precious energy conservation.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The information on Conservation of Energy required under Section 217 (1) (e) of the Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not applicable to the Company. The Company requires minimum energy consumption and endeavor has been made to ensure the optimal utilization of energy, avoid wastage and conserve energy.

FOREIGN EXCHANGE EARNINGS AND OUTGO (Rs In Lakhs)

PARICULARS 2010 2009

Earnings 4,906.97 4,880.77

Outflow (including Capital imports) 356.40 664.83

Net Foreign Exchange Earnings (NFE) 4,550.57 4,215.94

NFE / Earnings (%) 93 86

PARTICULARS OF EMPLOYEES:

The information required under Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 as amended are set out as under. The Department of Company Affairs has amended the Companies (Particulars of Employees) Rules, 1975 to the effect that particulars of employees of Companies engaged in the Information Technology sector posted and working outside India, not being directors or their relatives, drawing more than Rs 24 Lakhs per financial year or Rs 2 Lakhs per month, as the case may be, need not be included in the statement under Section 217 (2A) of the Companies Act, 1956, but such particulars shall be furnished to the Registrar of Companies. In terms of Section 219(1) (b) (iv) of the Act, the Report and Accounts are being sent to the shareholders excluding the aforesaid Annexure. Any Shareholder interested in obtaining a copy of the same may write to the Company Secretary.

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanation obtained by them, your Directors make the following statements in terms of Section 217(2AA) of the Companies Act, 1956, that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2010, the applicable accounting standards have been followed alongwith proper explanation relating to material departures, if any.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended March 31, 2010 and of the profit of the Company for that year.

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

d) the Directors have prepared the Annual Accounts for the year ended March 31, 2010, on a going concern basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

The Company has taken appropriate steps and measures to comply with all the applicable mandatory provisions of Clause 49 of the Listing Agreement entered with the Stock Exchanges and section 292A of the Companies Act 1956. The Companys governance practices are described separately in the Corporate Governance section from pages 22 to 37 of this Annual Report. We have obtained certification from a Practicing Chartered Acountant on our compliance with Clause 49 of the Listing Agreement with Indian Stock Exchanges, described in the separate section forming a part of this Annual Report.

AWARDS AND RECOGNITION

Allied Digital continues to be a recognized and celebrated name in the industry and this year, as before has received the following awards.:

- Best Managed Services Provider -2010 AWARD;

- Best Automated Managed Service Provider - 2009’ (Gold);

- Most Successful Solution Provider - 2009’ - (Gold);

- Best Service Provider - 2009’ - (Gold);

- Fastest Growing Solution Provider 2009’ - (SILVER);

- Best under a Billion Dollar Company’ (Asia Pacific);

- Channel World Premier 100 -(India).

HUMAN RESOURCES:

Employees are our vital and valuable assets of the Company. We understand that the Company’s success depends largely upon the quality and competence of its management team and key personnel. A failure to attract and retain talented professionals, or the resignation or loss of key management personnel, may have an adverse impact on the Company’s business, its future financial performance and the price of its equity shares. We have created a favorable work environment that encourages innovation and meritocracy. We have also set up a scalable recruitment and human resources management process, which enables us to attract and retain high caliber employees. Attracting and retaining talented professionals is therefore a key element of the Company’s strategy and a significant source of competitive advantage. Therefore the Company has created a healthy and productive environment to encourage excellence. The Company’s HR policies and processes are aligned to effectively drive its expanding business and emerging opportunities.

Our model of recruiting the best and brightest talent from top academic institutions across the country and providing intense training has contributed greatly to differentiating Allied Digital in the marketplace. Our culture of harmonious and constructive relations between the management and employees helped us to maintain a cordial work atmosphere and achieve business growth. Our training initiative offers the best and latest in technology, domain expertise and leadership.

ACKNOWLEDGMENT

Your Directors take this opportunity to thank the Companys Customers, Vendors, Investors and Bankers for their continued support during the year. We also wish to thank the Government of India, Ministry of Communication and Information Technology, the State Governments, various Government Agencies and the Government of United States of America where we have operations, for their immense support.

Your Directors also place on record their deep sense of appreciation for the excellent contribution made by Employees through their co-operation, commitment, competence with the view to achieving consistent growth for the Company.



By order of the Board

sd/-

Place : Mumbai Ravindra Joshi

Date :3rd September, 2010 Company Secretary