29th annual report 2015 - 2016€¦ · nalgonda dist, telangana - 508 126. india notice notice is...

PFL INFOTECH LIMITED

29th Annual Report 1

29th ANNUAL REPORT2015 - 2016



BOARD OF DIRECTORSSri P. Amresh Kumar Chairman & Managing DirectorSri Abhinandan Jain DirectorSri M.A. Zameer Independent DirectorMs. Sujana Kadiam Independent Women Director

Company Identification No.L72200TG1993PLC007005

BANKERS :HDFC BankBegumpet BranchHyderabad - 500 016.

AUDITORS :Y. Raghu Ram & CoPlot No. 118, Phase - I,Kamalapur, 8-3-833/118,Srinagar Colony, Hyd - 73.

REGISTERED OFFICE :Sy. No. 221, Neemargomula VillageBibinagar MandalNalgonda Dist - 508 126.Telangana. India

OFFICE :# 201, Moghal Emami Mansion,Opp. Shadan College Lane,Khairatabad, Hyderabad - 500 004.Telangana State, India



PFL INFOTECH LIMITEDSy. No. 221, Neemargomula Village, Bibinagar Mandal,

Nalgonda Dist, Telangana - 508 126. India

NOTICENotice is hereby given that the 29th Annual General Meeting of the Members of M/s. PFLInfotech Limited will be held on Saturday 17th September, 2016 at Sy.No.221, NeemargomulaVillage, Bibinagar Mandal, Nalgonda District, Telangana - 508126 at 11.00 A.M to transactthe following business :

ORDINARY BUSINESS

1. ADOPTION OF AUDITED ACCOUNTS AND REPORTS

To receive, consider and adopt the Balance Sheet as at 31st March, 2016 and Profitand Loss a/c for the year ended, as on that date and the Directors Report andAuditor's Report thereon.

2. RE-APPOINTMENT OF DIRECTOR

To appoint a director in place of Sri.Abhinandan Jain who retires by rotation and beingeligible offers himself for reappointment.

3. APPOINTMENT OF AUDITORS

To appoint Statutory Auditors and fix their remuneration and for this purpose to considerand, if thought fit to pass with or without modification(s) the following resolution as anordinary resolution.

"RESOLVED THAT Y Raghuram & Co, Chartered Accountants, Hyderabad, FirmRegistration No 0094155 be and are hereby appointed as Auditors of the Companyto hold the office from the conclusion of this annual General Meeting until the conclusionof the next Annual General Meeting at a remuneration to be fixed by the Board ofDirectors in consultation with the Auditors. "

SPECIAL BUSINESS

4. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

To consider and, if thought fit, to pass with or without modification(s), the followingresolution as a Special Resolution:-

RESOLVED THAT the Registered Office of the Company be shifted from Sy.No.221,Neemargomula Village, Bibinagar Mandal, Nalgonda District, Telangana - 508126 to# 6-2-941, Flat No. 201, IIIrd Floor, Moghal's Emami Mansion, Chintalbasti Road,Khairatabad, Hyderabad-500 004. with effect from 01st October 2016 or the date asmay be decided by the Board of Directors.

FURTHER RESOLVED THAT Sri P Amresh Kumar, Chairman & Managing Director orSri M.A.Zameer, Director of the Company be and is hereby authorised to file e-Formswith the Registrar of Companies and to take suitable action for the implementation ofthe above said decision of the Board."

By The Order of The BoardFor PFL Infotech Limited

Sd/-P. Amresh Kumar

Chairman & Managing Director

Place : HyderabadDate : 10-08-2016



1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING ISENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OFHIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY.THE PROXIES TO BE EFFECTIVE SHOULD BE DEPOSITED AT THEREGISTERED OFFICE OF THE COMPANY NOT LATER THAN 48 HOURSBEFORE THE COMMENCEMENT OF THE MEETING.

2. Register of members and share transfer books of the company will remainclosed from 11-09-2016 to 17-09-2016 (both days inclusive).

3. Members/Proxies should bring the attendance slips duly filled in and signedfor attending the meeting.

4. Members, who are holding shares in the identical order of names in more thanone folio, are requested to write to the Company to enable it to consolidatetheir holding in one folio.

5. As per the provisions of the Companies Act, 2013, facility for making nominationis available for Members of the Company in respect of shares held by them.The members, who wish to nominate a person, may furnish the required detailsto the Company in prescribed form.

6. The Ministry of Corporate Affairs has taken a "Green Initiative in the CorporateGovernance" by allowing paperless compliances by the companies and hasissued circulars stating that service of notice/documents including AnnualReport can be sent by e-mail to its members. To support this green initiative ofthe Government in full measure, members who have not registered their e-mail addresses, so far, are requested to register their e-mail addresses. Inrespect of electronic holdings, with the Depository through their concernedDepository Participants and members who hold shares in physical form arerequested to register the same with our RTA, Bigshare Services Pvt Ltd, 306,Right Wing, Amruta Ville, Opp Yashoda Hospital, Raj Bhavan Road, Somajiguda,Hyderabad 500082.

7. Electronic copy of the Notice of the 29th Annual General Meeting of theCompany inter alia indicating the process and manner of E-voting along withAttendance Slip and Proxy Form is being sent to all the members whose emailIds are registered with the Company/Depository Par ticipant(s) forcommunication purposes unless any Member has requested for a hard copyof the same. For Members who have not registered their Email address, physicalcopies of the Notice of the 29th Annual General Meeting of the Company interalia indicating the process and manner of E-voting along with Attendance Slipand Proxy Form is being sent in the permitted mode. Members may also notethat the Notice of the 29th Annual General Meeting and the Annual Report for2015-16 will also be available on the Company's website www.pflinfotech.infor their download. The physical copies of the aforesaid documents will also beavailable at the Company's Office in Hyderabad for inspection between 2:00p.m. to 4:00 p.m. on all working days from Monday to Friday. Even afterregistering for E-communication, Members are entitled to receive suchcommunication in physical form, upon making a request for the same, by post,



free of cost. For any communication, the Members may also send requests tothe Company or to its Registrar and Share Transfer Agent, at the followingEmail ID : [email protected] / [email protected]

8. VOTING THROUGH ELECTRONIC MEANS

In compliance with the provisions of Regulation 44 of the SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 read with Section108 of the Companies Act, 2013 and the Rule 20 of the Companies(Management and Administration) Rules, 2014, the company is pleased toprovide members facility to exercise their votes for all the resolutions detailedin the Notice of the 29th Annual Report of the company and the business maybe transacted through e-voting. The company has engaged the services ofCentral Depository Services Limited (CDSL) as the authorized agency toprovide the e-voting facility.

The detailed instructions for E-voting are given as a separate attachment tothis Notice.

9. Members are requested to quote their Registered Folio No. on allcorrespondence(s) with the Company.

Mr. S. S. Marthi (Membership No.FCS 1989), Practicing Company Secretary,is appointed as scrutinizer to conduct E-voting.

STEPS FOR E-VOTING

i. The E-voting period begins on 14th September, 2016 at 9.00 a.m. andends on 16th September, 2016 at 5.00 p.m. During this periodshareholders' of the Company, holding shares either in physical form orin dematerialized form, as on the cut-off date (record date) of 10thSeptember, 2016, may cast their vote electronically. The e-voting moduleshall be disabled by CDSL for voting thereafter.

ii. The voting rights of members shall be in proportion to their shares of thepaid up equity share capital of the company as on 10th September 2016.

(ii) The shareholders should log on to the e-voting websitewww.evotingindia.com.

(iii) Click on Shareholders.

(iv) Now Enter your User ID:

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter FolioNumber registered with the Company.

(v) Next enter the image verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on towww.evotingindia.com and voted on an earlier voting of any company,then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:



(viii) After entering these details appropriately, click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then directly reach theCompany selection screen. However, members holding shares in dematform will now reach 'Password Creation' menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindlynote that this password is to be also used by the demat holders for votingfor resolutions of any other company on which they are eligible to vote,provided that company opts for e-voting through CDSL platform. It isstrongly recommended not to share your password with any other personand take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be usedonly for e-voting on the resolutions contained in this Notice.

(xi) Click on the EVSN (160811038) for the relevant PFL INFOTECH LIMITEDon which you choose to vote.

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric PAN issued by Income TaxDepartment

(Applicable for both demat shareholders as well as physicalshareholders)

� Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two lettersof their name and the 8 digits of the sequence number in thePAN field.

� In case the sequence number is less than 8 digits enter theapplicable number of 0's before the number after the first twocharacters of the name in CAPITAL letters. Eg. If your nameis Ramesh Kumar with sequence number 1 then enterRA00000001 in the PAN field.

Enter the Date of Birth as recorded in your demat account or in thecompany records for the said demat account or folio in dd/mm/yyyy format.

Enter the Dividend Bank Details as recorded in your demat accountor in the

Company records for the said demat account or folio.

� Please enter the DOB or Dividend Bank Details in order tologin. If the details are not recorded with the depository orcompany please enter the member id / folio number in theDividend Bank details field as mentioned in instruction (v).

PAN

DOB

DividendBank

Details



(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" andagainst the same the option "YES/NO" for voting. Select the option YESor NO as desired. The option YES implies that you assent to the Resolutionand option NO implies that you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entireResolution details.

(xiv) After selecting the resolution you have decided to vote on, click on"SUBMIT". A confirmation box will be displayed. If you wish to confirmyour vote, click on "OK", else to change your vote, click on "CANCEL"and accordingly modify your vote.

(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowedto modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on "Clickhere to print "option on the Voting page.

(xvii) If Demat account holder has forgotten the same password then Enterthe User ID and the image verification code and click on Forgot Password& enter the details as prompted by the system.

(xviii) Note for Non-Individual Shareholders & Custodians:

� Non-Individual shareholders (i.e. other than Individuals, HUF, NRIetc.) and Custodians are required to log on to www.evotingindia.comand register themselves as Corporates and Custodians respectively.

� A scanned copy of the Registration Form bearing the stamp andsign of the entity should be emailed [email protected].

� After receiving the login details they have to create a complianceuser should be created using the admin login and password. TheCompliance user would be able to link the account(s) for whichthey wish to vote on.

� A scanned copy of the Board Resolution and Power of Attorney(POA) which they have issued in favour of the Custodian, if any,should be uploaded in PDF format in the system for the scrutinizerto verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may referthe Frequently Asked Questions ("FAQs") and e-voting manual availableat www.evotingindia.com under help section or write an email [email protected].

The facility for voting through ballot paper shall be made available at the AGM andthe members attending the meeting who have not cast their vote by remote e-votingshall be able to exercise their right at the meeting through ballot paper.



EXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIESACT, 2013

Item No. 4

The Registered Office of the Company is presently situated at Sy.No.221,Neemargomula Village, Bibinagar Mandal, Nalgonda District, Telangana - 508126.With a view to improve the overall operational efficiency, streamline documentmanagement system and achieve overall effectiveness, the Board of Directorsconsider it important to change the registered office of the Company.

Your approval is sought by way of Special Resolution for shifting the RegisteredOffice of the Company from Sy.No.221, Neemargomula Village, Bibinagar Mandal,Nalgonda District, Telangana - 508126 to # 6-2-941, Flat No. 201, IIIrd Floor, Moghal'sEmami Mansion, Chintalbasti Road, Khairatabad, Hyderabad-500 004.

None of the Directors / Key Managerial Personnel of the Company / their relativesare in any way, concerned or interested, financially or otherwise, in the SpecialResolution.


Sd/-P. Amresh Kumar



Name of Director Sri Abhinandan Jain

Date of Birth 13-11-1978

Date of Appointment 19-09-2011

Qualification B. Com., Chartered Accountant

Expertise Finance

Other directorship Risa International LimitedKotsin Commerce LLP.Alyssa Sales Agency Pvt. Ltd.Nisita Softech Pvt. Ltd.

Chairman/Members of theCommittee in other Companies Audit Committee

No of shares held in the Company Nil

Pursuant to Regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, the brief profile of Directors eligible for re-appointment vide item no.2

(I)



DIRECTORS REPORTToThe Members

The Directors have pleasure in presenting before you the Twenty Ninth AnnualReport of the Company together with the Audited Statements of Accounts forthe year ended 31st March, 2016.

FINANCIAL RESULTS : (Rs. In Lakhs)

Net Sales / Income 55.83 40.83

Total Expenditure 14.05 13.17

Gross Operating Profit 41.78 27.66

Interest and Finance charges 0.00 0.00

Depreciation 0.00 0.00

Loss on sale of Assets 0.00 0.00

Profit before Tax / loss 41.78 27.66

Provision for Tax 14.30 8.55

Net Profit / Loss 27.48 19.11

Paid-up Equity share capital 747.81 747.81

Reserves Excluding Revaluation Reserves 67.07 39.59

Earnings Per Share 0.37 0.26

Particulars 2015-2016 2014-2015

OPERATIONS

The company continued its trading operations and the total turnover of thecompany for the year ended 31st March, 2016 amounted to Rs.55.83 Lakhsas against Rs.40.83 Lakhs in the previous year. The company earned a netprofit of Rs. 27.48 Lakhs for the year as against Rs.19.11 Lakhs in the previousyear.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, corporate governance report with auditors' certificate thereon andmanagement discussion and analysis are attached, which form part of thisreport "Annexure -A".

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

Your Company has taken adequate steps to adhere to all the stipulations laid



down under SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015. A report on Corporate Governance is included as part ofthis Annual Report as "Annexure - B".

Certificate from the Statutory Auditors of the company M/s. Y. Raghuram &Co, Chartered Accountants confirming the compliance with the conditions ofCorporate Governance as Stipulated under SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 is included as part of this reportas "Annexure C"

LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fee for the year2016-17 to BSE where the Company' Shares are listed.

DEMATERIALISATION OF SHARES

99.45% of the company's paid up Equity Share Capital is in dematerializedform as on 31st March, 2016 and the balance 0.55 % is in physical form. TheCompany's Registrars are M/S Big Share Services Pvt Ltd, 306, Right Wing,3rd Floor, Amrutha Ville, Opp. Yashoda Hospital, Raj Bhavan Rd, Somajiguda,Hyderabad, Telangana-500 082.

Board Meetings

The Board during the financial year 2015-16 met five times. Detailedinformation regarding the meetings of the Board are included in the report onCorporate Governance, which forms part of the Board's Report.

Board evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance, Board committees and individual directors pursuant to theprovisions of the Act and the corporate governance requirements asprescribed by SEBI (Listing Obligations and Disclosure Requirements),Regulations 2015 ("SEBI Listing Regulations").

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the Boardcomposition and structure, effectiveness of board processes, information andfunctioning, etc.

The performance of the committees was evaluated by the board after seekinginputs from the committee members on the basis of the criteria such as thecomposition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC")



reviewed the performance of the individual directors on the basis of the criteriasuch as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed, meaningful andconstructive contribution and inputs in meetings, etc. In addition, the Chairmanwas also evaluated on the key aspects of his role.

In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performanceof the Chairman was evaluated, taking into account the views of executivedirectors and non-executive directors. The same was discussed in the boardmeeting that followed the meeting of the independent Directors, at which theperformance of the Board, its committees and individual directors was alsodiscussed.

Independent Directors

All Independent Directors have given declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act,2013.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of yourCompany hereby state and confirm that:

a) In the preparation of the annual accounts for the year ended 31stMarch, 2016, the applicable accounting standards have beenfollowed along with proper explanation relating to materialdepartures;

b) They have selected such accounting policies and applied themconsistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of thestate of affairs of the company at the end of the financial year andof the profit of the company for the same period;

c) The directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 2013 for safeguarding theassets of the company and for preventing and detecting fraud andother irregularities;

d) They have prepared the annual accounts on a going concern basis;

e) They have laid down internal financial controls in the companythat are adequate and were operating effectively.



f) They have devised proper systems to ensure compliance with theprovisions of all applicable laws and these are adequate and areoperating effectively.

DEPOSITS

The Company has not accepted any deposits from public and as such, noamount on account of principal or interest on deposits from public wasoutstanding as on the date of the balance sheet.

RISK MANAGEMENT POLICY OF THE COMPANY

The Company has formulated and adopted a risk management policy at itsBoard Meeting. As per the policy, the management continues to review andassess the risk and also the steps for mitigating the same.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating toCorporate Social Responsibility does not apply to the company.

Policy on directors' appointment and remuneration and other details

The Company's policy on directors' appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in thecorporate governance report, which forms part of the directors' report.

Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy areincluded in the Management Discussion & Analysis, which forms part of thisreport.

Auditors' report and Secretarial Auditors' report:

The Auditors' report and Secretarial Auditors' report does not contain anyqualifications, reservations or adverse remarks. Report of the SecretarialAuditor is given as an annexure which forms part of this report - "Annexure -D"

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNINGS AND OUTGO

(A) The operations of the company are not power intensivenevertheless the company continues its efforts to minimize energywherever practicable by economizing on the use of power at theoffices

(B) Technology absorption NIL



(C) Foreign exchange earnings NIL

(D) Foreign exchange outflow NIL

RELATED PARTY TRANSACTIONS

There were no transactions which have been entered into with related partiesof the Directors or the Key Managerial Personnel of the company.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 isannexed herewith as "Annexure - E"

Particulars of loans, guarantees and investments

The particulars of loans, guarantees and investments have been disclosedin the financial statements.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIALPERSONNEL (KMP) / EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules,2014 and Companies (Particulars of Employees) Rules, 1975 are notapplicable since the directors are not drawing any salary from the companyas the company do not have any operations. The directors are provided sittingfee only for attending board meetings. The details of the sitting fee and otherperks are mentioned in the corporate governance report.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their sincere thanks and placeon record their appreciation of the continued assistance and co-operationextended to the company by its bankers, government and semi governmentdepartments, customers, marketing agents and suppliers and in particularShareholders for the confidence reposed in the company.Your directors alsothank all the employees of the company for their dedicated service.


Sd/-P. Amresh Kumar





ANNEXURE - A

MANAGEMENT DISCUSSION AND ANALYSISOVERVIEW

The financial statements are in conformity with the requirements of the CompaniesAct, 2013 and the Accounting Standards issued by the Central Government. TheManagement of Company accepts responsibility for the integrity and objectivityof these financial statements, as well as, for estimates and judgments relating tomatters not concluded by the year-end. The management believes that thefinancial statements reflect fairly the form and substance of transactions andreasonably presents the company's financial condition, and results of operations.To ensure this, the Company has installed a system of internal controls, which isreviewed, evaluated and updated on an ongoing basis. Our auditors haveconducted audits to provide reasonable assurance that the company's establishedpolicy and procedures have been followed. However, there are inherent limitationsthat should be recognized in weighing the assurances provided by any system ofinternal controls. These financial statements have been audited by M/s. YRAGHURAM & Co , Chartered Accountants, Hyderabad, the Statutory Auditorsof the Company.

OPPORTUNITIES, THREATS, RISKS & CONCERNS

Since the company is carrying only trading operations it does not perceive anythreats, risks and concerns for its business

However, the company is in the process of identifying a suitable business whichcan contribute to the profitability of the company and add value to the stakeholders.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has an adequate system of internal financial controls.

Disclaimer

Some of the statements in this Management Discussion & Analysis, describingthe Company's objectives, projections, estimates and expectations may be"forward looking statement" within the meaning of applicable laws and regulations.Actual results might differ substantially from those expressed or implied. Importantdevelopments that could affect the Company's operation including changes inthe industry structure, significant changes in political and economic environmentin India, tax laws, import duties, litigation and labour relations.


Sd/-P. Amresh Kumar





ANNEXURE - B

CORPORATE GOVERNANCE REPORT1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The Company is continuously making efforts for improving the CorporateGovernance practices in the company which can contribute substantiallyin achieving good governance and thus resulting in enhancement ofvalue to its stakeholders, customers, employees, Banks, GovernmentAgencies, etc.

2. BOARD OF DIRECTORS

The constitution of the Board is given below :

Name of the Director StatusNo. of Other Public

Directorships (*)

No. of BoardCommittee PositionHeld in Other PublicLimited Companies

P. Amresh Kumar

Abhinandan Jain

M.A.Zameer

Ms. Sujana Kadiam

Chairman &Managing Director

Director

Director

Director

0

1

Nil

1

0

1

NIL

Nil

(*) This excludes Directorships in Indian Private Limited Companies,membership of Managing Committees of various Chambers/bodies.

3. AUDIT COMMITTEE

An Audit Committee of the Company was constituted. The said committeecomprises of three directors Mr. P Amresh Kumar, Mr. Abhinandan Jainand Ms. Sujana Kadiam.

TERMS OF REFERENCE

The terms of reference of the Audit Committee include:

- To review the internal control systems

- To review Quarterly and Half-yearly results

- To review the accounting and financial policies and practices

- To review reports furnished by the internal and statutory auditors, andensure that suitable follow-up action is taken.



Name of the Director No. of Meeting Attended

P Amresh Kumar 5

Abhinandan Jain 4

Sujana Kadiam 5

4. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee comprising of Mr. P AmreshKumar and Mr. M.A Zameer have been assigned the work of redressalof investors / Shareholders complaints along with approval of sharetransfer, sub-division / consolidation of shares, etc. The Committeeoversees the performance of Registrar and Share Transfer Agents andrecommends measures for overall improvement of the quality of investorservices. The Share Transfers / Transmissions approved by thecommittee are placed at the Board Meeting from time to time.

COMPLIANCE OFFICER

The company is in the process of appointing a Compliance Officer.

5. REMUNERATION OF DIRECTORS

The details of remuneration paid to Directors are given below:

Name of the DirectorRelationship withother Directors

P. Amresh Kumar

Abhinandan Jain

M. A. Zameer

Sujana Kadiam

None

None

None

None

Sitting Fee(Rs.)

Salary &Perk (Rs.)

Total(Rs.)

0/-

0/-

1000/-

1000/-

0/-

0/-

0/-

0/-

TOTAL

0/-

0/-

5,000/-

5,000/-

10,000/-

During the financial year ended 31st March 2016, five meetings of theCommittee were held on 29th May, 2015, 30th June, 2015, 23rd July, 2015,09th November, 2015 and 10th February, 2016.

The attendance of each member of the Committee is given below :



6. BOARD MEETINGS AND ATTENDANCE AT BOARD MEETINGS,ANNUAL GENERAL MEETINGS

The Board of Directors of the company met five Times. Meetings wereheld on 29th May, 2015, 30th June, 2015, 23rd July, 2015, 09thNovember, 2015 and 10th February, 2016. . The company placed beforethe Board the annual operating plans and budgets and performance ofthe company from time to time.

The attendance at the Board Meeting and Annual General Meetingswas as under :

7. (A) GENERAL BODY MEETINGS :

The Last three Annual General Meetings were held as per the detailsgiven below :

Year Date Time Venue

2013-2014

27thSeptember

2014

11.00 a.m. PFL Infotech Ltd.Neemargomala Village, BibinagarMandal, Nalgonda District, T.S.

(B) POSTAL BALLOT

During the year ended 31st March, 2016, no resolution was passed bythe Company's shareholders requiring voting by postal ballot. At theensuing Annual General Meeting also, there is no resolution proposedto be passed through postal ballot.

2012-2013

18thSeptember

2013


Name of the Director

P Amresh Kumar YES 5

Abhinandan Jain YES 4

M. A. Zameer NO 5

Sujana Kadiam YES 5

Attendance atAnnual General Meeting

Attendance atBoard Meeting

2014-2015

31stAugust2015




8. DISCLOSURES

Disclosures on materially significant related party transactions i.e.,transactions of the Company of material nature, with its Promoters, thedirectors or the Management, their subsidiaries or relatives, etc., thatmay have potential conflict with the interests of the company at large.

During the year, there were no transactions of material nature with theDirectors or the Management or the subsidiaries or relatives that hadpotential conflict with the interests of the company.

9. AUDITORS CERTIFICATE ON COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE

A Certificate from the Auditors is enclosed along with this report.

SHAREHOLDER'S INFORMATION

A Registered Office PFL Infotech Ltd.Sy. No. 221, NeemargomalaVillage, Bibinagar Mandal,Nalgonda District,Telangana - 508 126.

B Annual General MeetingDate & Time 17th September 2016

at 11.00 AMVenue PFL Infotech Ltd.

Sy. No. 221, NeemargomalaVillage, Bibinagar Mandal,Nalgonda District,Telangana - 508 126.

C Financial CalendarFinancial Reporting forQuarter ending June, 30 2015 Last week of August 2015Quarter ending September, 30 2015 Last week of November 2015Quarter ending December, 31 2015 Last week of February 2016Quarter ending March 31, 2016 Last week of May 2016Annual General meeting for FYended 31st March 2016 17th September 2016 at 11.00 AM

D Date of Book Closure 11-09-2016 to 17-09-2016

E Dividend Payment Date Not Applicable



F Listing on Stock Exchange Bombay Stock Exchage LimitedP J Towers, Dalal Street

Mumbai - 400 001.

G BSE Stock Code 531769

H Stock Market Data The company's shares areregularly traded on The BombayStock Exchange Limited. The 52week high low has beenRs.247.00 and Rs.21.40respectively.

I Registrar and Share Transfer Agents Bigshare Services Pvt Ltd.

306, Right Wing, Amrutha Ville,Opp. Yashoda Hospital,Somajiguda, Raj Bhavan Road,Hyderabad. 500082.

J Share Transfer System Generally the shares have beentransferred and returned in 30days from the date of receipt, solong as the documents havebeen clear in all respects.

K Stakeholders Relationship Committee The Committee generally meetsonce in a fortnight.

L Investor Relations The Company has good investorrelations.

Share holding of nominal value of

Share AmountShare holders

M) Distribution of shareholding as on 31st March 2016.

- 1 - - 2 - - 3 - - 4 - - 5 -Rs. Rs. Number % to total (In Rs.) % to total

5,00010,00020,00030,00040,00050,000

1,00,0005,00,000

10,00,00050,00,000

1,00,00,000

-----------

15,001

10,00120,00130,00140,00150,001

1,00,0015,00,001

10,00,00150,00,001

971441914910254112191

1165

83.34763.77681.63091.20170.77250.85842.14593.51931.03001.63090.0858

100

508760387490289580343540309850459040

1847510111847508326840

438241407299500

74781000

0.68030.518520.38720.45940.41430.61382.4706

14.956711.135058.60339.7612

100.00



N) SHAREHOLDING PATTERN FOR THE QUARTER ENDED:31.03.2016

Sl.No. Category

No. ofShares held

Percentage OfShareholding

A Promoter's Holding

1 PromotersIndian Promoters:P.Amresh Kumar (Director) 483230 6.46 %P.Srikanth 2500 0.03 %Foreign Promoters: NIL NIL

2 Persons acting in concert

Sub-Total 485730 6.49 %

B Public Share Holding - Institutions3 Institutional investors / Venture Capital Funds NIL NILA Mutual Funds and UTI(Govt. Financial

Institutions) NIL NILB Banking, Financial Institutions/Insurance

Companies(Central/ State GovernmentInstitutions/Non-Government Institutions) NIL NIL

C Foreign Institutional Investor NIL NIL

Sub-Total 0 0 %

Public Share Holding - Non-Institutions4 Othersa. Private corporate Bodies 1966791 26.30%b. Indian Public 4993366 66.77%c. NRIs/OCBs 30898 0.41%d. Any other (Clearing Member) 1315 0.02%

Sub-Total

Grand Total 7478100 100.00 %

O) DEMATERIALISATION OF SHARES AND LIQUIDITY AS ON 31STMARCH 2016

Out of the total shareholding of 74,78,100 equity shares 99.45 % ofequity shares are in dematerialized form.

P) OUTSTANDING GDRS/ADRS/WARRANTS OR ANY OTHERCONVERTIBLE INSTRUMENT

Company has not issued any GDRs/ ADRs/ Warrants or any otherconvertible instruments or any issue (public issue, right issue, preferentialissue etc.) which likely to have impact on Equity Share Capital of theCompany.



Q) REGISTERED OFFICEPFL INFOTECH LIMITEDNEEMARGOMULA VILLAGEBIBINAGAR MANDALNALGONDA DIST - 508 126. TELANGANA, INDIA

R) ADDRESS FOR CORRESPONDENCE# 6-2-941, # 201, IIIrd Floor,Moghal Emami Mansion,Kahiratabad, Hyderabad - 500 004.Telangana, India,

S) The shareholders may address their communications/ suggestions/grievances/ queries to:

PFL INFOTECH LIMITED# 6-2-941, # 201, IIIrd Floor,Moghal Emami Mansion,Kahiratabad, Hyderabad - 500 004.Telangana, India,



ANNEXURE - CY. RAGHURAM & CO

CHARTERED ACCOUNTANTS

ANNEXURE TO THE REPORT OF THE DIRECTORSCERTIFICATE FROM AUDITORS REGARDING COMPLIANCE OF

CONDITIONS OF CORPORATE GOVERNANCE

ToThe Board of Directors ofPFL INFOTECH LIMITED

We have read the report of the Board of Directors on CorporateGovernance and have examined the relevant records relating to thecompliance conditions of Corporate Governance of PFL INFOTECH LIMITED(the company) for the year ended 31-03-2016 as stipulated in Clause 15(2)of SEBI (Listing Obligations and Disclosures Requirements) Regulations,2015 of the said company with the stock exchanges.

The compliance of the conditions of the corporate governance is theresponsibility of the management. Our examination conducted in the mannerdescribed in the guidance note on certification of corporate governance issuedby the Institute of Chartered Accountants of India was limited to procedureand implementation thereof adopted by the company for ensuring compliancewith the conditions of corporate governance. Our examination was neitheran audit nor was it conducted to express an opinion on the financial statementof the company.

In our opinion and to the best of our information and explanations givento us and on the basis of our examination described above, the company hascomplied with the conditions of corporate governance as stipulated in theabove mentioned Listing Regulations.

We further state that such compliance is neither an assurance as to thefuture viability of the company nor the efficiency or effectiveness with whichthe management has conducted the affairs of the company.

For Y. Raghuram & Co.,Chartered Accountants.,

FRN : 009415S

Sd/-(Y. Raghu Ram)

PartnerMem. No. : 022678




ANNEXURE - D

Form MR-3SECRETARIAL A UDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 andRule 9 of the Companies (Appointment and Remuneration Personnel)

Rules, 2014]

FOR THE FINANCIAL YEAR ENDED 31st MARCH, 2016

ToThe Members ofM/s. PFL Infotech Limited

We have conducted the secretarial audit of the compliance of applicablestatutory provisions and the adherence to good corporate practices by M/s.PFL Infotech Limited (hereinafter called "the Company").

Secretarial Audit was conducted in a manner that provided us a reasonablebasis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon. Based on our verification of the Company'sBooks, Papers, Minute Books, Forms and Returns filed and other Recordsmaintained by the Company and also the information provided by theCompany, its officers, agents and authorized representatives during theconduct of secretarial audit, we hereby report that in our opinion, the companyhas, during the financial year commencing from 1st April, 2015 and endedon 31st March, 2016, complied with the statutory provisions listed hereunderand also that the Company has proper Board process and compliancemechanism in place to the extent, in the manner and subject to the reportingmade hereinafter :

1. We have examined the books, papers, minute books, forms andreturns filed and other records maintained by M/s. PFL InfotechLimited ("The Company") for the financial year ended on 31stMarch, 2016, according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules madethereunder for specified sections notified and came into effectfrom 12th September, 2013 and sections and Rules notifiedand came into effect from 1st April, 2014 ;

ii. The Securities Contracts (Regulation) Act, 1956 ('SCRA') andthe Rules made thereunder;



iii. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

iv. Foreign Exchange Management Act, 1999 and the Rules andRegulations made thereunder to the extent of Foreign DirectInvestment (FDI), Overseas Direct Investment, and ExternalCommercial Borrowings (not applicable during the auditperiod);

v. The following Regulations and Guidelines prescribed underthe Securities and Exchange Board of India Act, 1992 ('SEBIAct'):

a. The Securities and Exchange Board of India (Prohibitionof Insider Trading) Regulations, 1992;

b. The Securities and Exchange Board of India (Registrarsto an Issue and Share Transfer Agents) Regulations,1993, regarding the Companies Act and dealing withclient;

vi. Other applicable laws including the following :

i) Income Tax Act, 1961

2. Provisions of the following Regulations and Guidelines prescribedunder the Securities and Exchange Board of India Act, 1992 (SEBIAct) were not applicable to the Company during the audit period:

i. The Securities and Exchange Board of India (SubstantialAcquisition of Shares and Takeovers) Regulations, 2011;

ii. The Securities and Exchange Board of India (Issue of Capitaland Disclosure Requirements) Regulations, 2009;

iii. The Securities and Exchange Board of India (Delisting ofEquity Shares) Regulations, 2009;

iv. The Securities and Exchange Board of India (Buyback ofSecurities) Regulations, 1998;

v. The Securities and Exchange Board of India (Issue and Listingof Debt Securities) Regulations, 2008

vi. The Securities and Exchange Board of India (Employee Stock



Option Scheme and Employee Stock Purchase Scheme)Guidelines, 1999;

3. We have also examined compliance with the applicable clauses ofthe following :

i. Secretarial Standards issued by The Institute of CompanySecretaries of India to the extent applicable under theprovisions of Companies Act, 2013 and

ii. The Listing Agreements entered into by the Company withthe Bombay Stock Exchange Limited;

4. We further report that:

(a) The Board of Directors of the Company is duly constitutedwith proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in thecomposition of the Board of Directors that took place duringthe year under review were carried out in compliance withthe provisions of the Companies Act, 2013.

(b) Adequate notice is given to all directors to schedule the BoardMeetings, agenda and detailed notes on agenda were sentat least seven days in advance, and a system exists forseeking and obtaining further information and clarificationson the agenda items before the meeting and for meaningfulparticipation of the meeting.

(c) Majority decision is carried through while the dissentingmembers' views, if any, are captured and recorded as part ofthe minutes.

5. We further report that there are adequate systems and processesin the Company with the size and operation of the Company tomonitor and ensure compliance with applicable laws, rules,regulations and guidelines.

For MARTHI & CO.,Company Secretaries

S S MARTHIProprietor

FCS 1989, CP 1937




ANNEXURE - E

Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDEDON 31ST MARCH 2016

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of theCompanies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS :

i. CIN L72200TG1993PLC007005

ii. Registration Date 22-09-1993

iii. Name of the Company PFL INFOTECH LIMITED

iv. Category / Sub-Category of the Company Company Limited by shares and Indian Non-Government Company

v. Address of the Registered office Sy. No. 221, Neemargomala Village,and contact details Bibinagar Mandal,

Nalgonda District - 508 126., Telangana

vi. Whether listed company Yes

vii. Name, Address and Contact details of Bigshare Services Pvt Ltd.Registrar and Transfer Agent, if any 306, Right Wing, Amrutha Ville, Opp. Yashoda

Hospital, Somajiguda, Raj Bhavan Road,Hyderabad. 500082.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10 % or more of the total turnover ofthe company shall be stated :-

Sr.No.

Name and Description of mainproducts / services

NIC Code ofthe Product/

service

% to totalturnover of the

company

1

2

3

Trading 100%



III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATECOMPANIES

Sr.No.

Name and Address ofthe Company

1

2

3

4

NIL

CIN/GLN Holding/Subsidiary/Associate

% of sharesheld

ApplicableSection

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup aspercentage of Total Equity)

i. Category-wise Share Holding

A. Promoter1) Indiana) Individual/ HUF 485730 0 485730 6.50 485730 0 485730 6.50 NIL

b) Central Govt 0 0 0 0 0 0 0 0 0

c) State Govt(s)

d) Bodies Corp

e) Banks / FI

f) Any Other

Sub-total(A)(1):- 485730 0 485730 6.50 485730 0 485730 6.50 NIL2) Foreigng) NRIs-Individuals 0 0 0 0 0 0 0 0 NIL

h) Other-Individuals 0 0 0 0 0 0 0 0 NIL

i) Bodies Corp. 0 0 0 0 0 0 0 0 NIL

j) Banks / FI 0 0 0 0 0 0 0 0 NIL

k) Any Other…. 0 0 0 0 0 0 0 0 NIL

Sub-total (A)(2):- 0 0 0 0 0 0 0 0 NILB. PublicShareholding1. Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 NIL

b) Banks / FI 0 0 0 0 0 0 0 0 NIL

Category ofShareholders

No. of Shares held at thebeginning of the year

No. of Shares held at the end ofthe year

%Changeduring

the year

Demat Physical Total % ofTotal

Shares

Demat Physical Total % ofTotal

Shares

Demat



c) Central Govt 0 0 0 0 0 0 0 0 NIL

d) State Govt(s) 0 0 0 0 0 0 0 0 NIL

e) Venture Capital Funds 0 0 0 0 0 0 0 0 NIL

f) Insurance Companies 0 0 0 0 0 0 0 0 NIL

g) FIIs 0 0 0 0 0 0 0 0 NIL

h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 NIL

i) Others (specify) 0 0 0 0 0 0 0 0 NIL

Sub-total (B)(1) 0 0 0 0 0 0 0 0 NIL2. Non Institutionsa) Bodies Corp.(i) Indian 2375154 0 2375154 31.76 1966791 0 1966791 26.30 (5.46%)

(ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals(i) Individualshareholdersholding nominalshare capitalupto Rs. 1 lakh 202540 21620 224162 2.99 351567 41320 392887 5.25 2.26%

(ii) Individualshareholdersholding nominalshare capital inexcess ofRs 2 lakh 4117641 19700 4137341 55.33 4600479 0 4600479 61.52 6.19%c) Others(Specify)i) Non Resident Indians 30927 0 30927 0.41 30898 0 30927 0.41 0%

ii)Clearing Members 224786 0 224786 03.00 1315 0 1315 0.02 (2.98)%

Sub-total (B)(2) 6951050 41320 6992370 93.50 6951050 41320 6992370 93.50 0Total PublicShareholding(B)=(B)(1)+ (B)(2) 6951050 41320 6992370 93.50 6951050 41320 6992370 93.50 0C. Shares held byCustodian forGDRs & ADRs 0 0 0 0 0 0 0 0 0

Grand Total(A+B+C) 7436780 41320 7478100 100.00 7436780 41320 7478100 100.00 0



ii. Shareholding of Promoters

Sr.No.

Shareholder'sName

Shareholding at thebeginning of the year

Shareholding at theend of the year

No. ofShar es

% of totalShares ofthe compa

ny

%of SharesPledged /encumbe

red to totalshares

No. ofShar es

% of totalShares ofthe compa

ny

%of SharesPledged /encumbe

red to totalshares

% chan gein shareholdi ng

durin g theyear

1. P. Amresh 483230 6.46 0 483230 6.46 0 0

2. P. Srikanth 2500 0.03 0 2500 0.0334 0 0

Total 485730 6.50 0 485730 6.50 0 0

iii. Change in Promoters' Shareholding ( please specify, if thereis no change

Sr.No.

Shareholding at thebeginning of the year

No. ofshares

% of totalshares of the

company

Cumulative Shareholdingduring the year

No. ofshares

% of totalshares of the

company

At the beginning of theyear

485730 6.50 0 0

Date wise Increase /Decrease in PromotersShare holding during theyear specifying thereasons for increase/ decrease (e.g. allotment/ transfer / bonus/ sweatequity etc):

NIL

At the end of the year 485730 6.50 0 0



V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accruedbut not due for payment

SecuredLoans

excludingdeposits

UnsecuredLoans

Deposits TotalIndebted-

ness

Indebtedness at thebeginning of the financialyear

i) Principal Amount

ii) Interest due but notpaid

iii) Interest accrued butnot

Total (i+ii+iii)

Change in Indebtednessduring the financial year

- Addition

- Reduction

Net Change

Indebtedness at the

end of the financial year

i) Principal Amount

ii) Interest due but notpaid iii) Interest accruedbut not due

Total (i+ii+iii)

NIL 25,15,820 NIL 25,15,820

NIL 0NIL

NIL 0NIL

NIL 25,15,820 NIL 25,15,820

25,15,820 25,15,820

NIL 25,15,820 NIL 25,15,820



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

A. Remuneration to Managing Director, Whole-time Directors and/orManager

Name of MD / WTD /Manager

Gross salary

(a) Salary as perprovisions contained insection 17(1) of theIncome-tax Act,1961

(b) Value of perquisitesu/s 17(2) Income-taxAct,1961

(c) Profits in lieu of salaryunder section 17(3)Income- tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify…

Others, please specify

Total (A)

Ceiling as per the Act

Sl.No.

Particulars ofRemuneration

TotalAmount

NIL NIL NIL

1.

2.

3.

4.

5.

6.

NIL NIL NIL

NIL NIL NIL

NIL NIL NIL

NIL NIL NIL

NIL NIL NIL



B. Remuneration to other directors:

Name of MD / WTD /Manager

Independent Directors

· Fee for attending boardcommittee meetings

· Commission

· Others, please specify

Total (1)

Other Non-ExecutiveDirectors

· Fee for attending boardcommittee meetings

· Commission

· Others, please specify

Total (2)

Total (B)=(1+2)

Total ManagerialRemuneration

Overall Ceiling as per theAct

Sl.No.


TotalAmount

Nil Nil

Nil Nil

Nil Nil

C. Remuneration to Key Managerial Personnel Other Than MD /Manager /WTD

Gross salary

(a) Salary as perprovisions contained insection 17(1) of theIncome-tax Act, 1961

Sl.No.


Key Managerial Personnel

CEO CompanySecretary

CFO Total

1.



(b) Value of perquisitesu/s 17(2) Income-tax Act,1961

(c) Profits in lieu of salaryunder section 17(3)Income-tax Act, 1961

Stock Option

Sweat Equity

Commission

- as % of profit

- others, specify…

Others, please specify

Total

NotApplicable

NotApplicable

2.

3.

4.

5.

6.

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

A. Company

Penalty

Punishment

Compounding

B. Directors

Penalty

Punishment

Compounding

C. Other Officers InDefault

Penalty

Punishment

Compounding

Type Section of thecompanies

Act

Briefdescription

Details ofPenalty/

Punishment/Compoundingfees imposed

Authority[RD/NCLT/Court]

Appeal made.If any

(give details)

NIL NIL NIL

NIL NIL NIL

NIL NIL NIL



ANNEXURE - F

CODE OF CONDUCT DECLARATION

Pursuant to 15(2) of SEBI (Listing Obligations and Disclosures Requirements)Regulations, 2015 entered into with the stock exchange , I hereby declarethat all the Board members and senior management personnel of the companyhave affirmed compliance with the code of conduct for the year ended March31, 2016.


Sd/-P. Amresh Kumar





INDEPENDENT AUDITORS' REPORTTo the members of PFL Infotech Limited

We have audited the accompanying financial statements of PFL InfotechLimited as at 31st March 2016 which comprise the Balance Sheet as at 31stMarch 2016, Profit and Loss Statement for the year ended on that date anda summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Financial Statements:

The Company's Board of Directors is responsible for the matters stated inSection 134(5) of the Companies Act, 2013 ("the Act") with respect to thepreparation of these standalone financial statements that give a true and fairview of the financial position, financial performance and cash flows of theCompany in accordance with the accounting principles generally acceptedin India, including the Accounting Standards specified under Section 133 ofthe Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. Thisresponsibility also includes maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;selection and application of appropriate accounting policies; making judgmentsand estimates that are reasonable and prudent; and design, implementationand maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accountingrecords, relevant to the preparation and presentation of the financialstatements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor's Responsibility:

Our responsibility is to express an opinion on these Standalone Financialstatements based on our audit.

We have taken into account the provisions of the Act, the accounting andauditing standards and matters which are required to be included in the auditreport under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards require that wecomply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free frommaterial misstatement.

An audit involves performing procedures to obtain audit evidence about theamounts and the disclosures in the financial statements. The proceduresselected depend on the auditor's judgment, including the assessment of the



risks of material misstatement of the financial statements, whether due tofraud or error. In making those risk assessments, the auditor considers internalfinancial control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressingan opinion on whether the Company has in place an adequate internal financialcontrols system over financial reporting and the operating effectiveness ofsuch controls. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimatesmade by the Company's Directors, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the standalone financialstatements.

Opinion :

In our opinion and to the best of our information and according to theexplanations given to us, the financial statements give the information requiredby the Act in the manner so required and give a true and fair view in conformitywith the accounting principles generally accepted in India

a) in the case of the Balance Sheet, of the state of affairs of theCompany as at March 31st 2016

b) in the case of the Profit and Loss Statement, of the Profit for theyear ended on that date;

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor's Report) Order, 2016 ("theOrder"), issued by the Central Government of India in terms of sub-section(11) of Section 143 of the Act, based on the comments in the auditors' reportsof the company, we give in the Annexure a statement on the matters specifiedin paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

(a) we have obtained all the information and explanations whichto the best of our knowledge and belief were necessary forthe purpose of our audit;

(b) in our opinion proper books of account as required by lawhave been kept by the Company so far as appears from ourexamination of those books

(c) The Balance Sheet and the Profit and Loss statement dealtwith by this Report are in agreement with the books of account.




(FRN : 009415S)

Sd/-(Y. Raghu Ram)

Partner(Memb No. 022678)


(d) in our opinion, the aforesaid financial statements comply withthe Accounting Standards referred to in section 133 of theCompanies Act, 2013, read with Rule 7 of the Companies(Accounts) Rules, 2014;

(e) on the basis of written representations received from thedirectors as on March 31, 2016, and taken on record by theBoard of Directors, none of the directors is disqualified as onMarch 31, 2016, from being appointed as a director in termsof section 164(2) of the Companies Act, 2013.

(f) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Auditand Auditors) Rules, 2014, in our opinion and to the best ofour information and according to the explanations given tous:

i. The Company does not have any pending litigationswhich would impact its financial position.

ii. The Company does not have any long-term contractsincluding derivative contracts for which there were anymaterial foreseeable losses.

iii. There were no amounts which were required to betransferred to the Investor Education and ProtectionFund by the Company.



Annexure to the Auditors' Reportof PFL Infotech Limited ("The Company") on the financial statement of the companyfor the year ended 31st March, 2016.1) In respect of its fixed assets

a) The Company has maintained proper records showing full particulars,including quantitative details and situation of fixed assets.

b) As explained to us, the Company has only Computers in its fixed assetsand they have been physically verified by the management, which inour opinion is reasonable, having regard to the size of the Companyand nature of its assets. No material discrepancies were noticed onsuch physical verification.

2) The Company does not have any manufacturing and trading activity and isprimarily having investment income only in the current and previous financialyears. Accordingly, it does not hold any physical inventories. Thus, paragraph3(ii) of the Order is not applicable

3) The Company has not granted any loans, secured or unsecured to companies,firms, Limited Liability partnerships or other parties covered in the Registermaintained under section 189 of the Act. Accordingly, the provisions of clause3 (iii) (a) to (C) of the Order are not applicable to the Company and hence notcommented upon.

4) In our opinion and according to the information and explanations given to us,the company has not granted any loans as per the provisions of section 185and I86 of the Companies Act, 2013 and hence this clause is not applicable.

5) The Company has not accepted any deposits from the public and hence thedirectives issued by the Reserve Bank of India and the provisions of Sections73 to 76 or any other relevant provisions of the Act and the Companies(Acceptance of Deposit) Rules, 2015 with regard to the deposits acceptedfrom the public are not applicable

6) The Central Government has not prescribed the maintenance of cost recordsunder section 148(1) of the Act, for any of the services rendered by theCompany.

7) In respect of statutory duesa) According to the information and explanations given to us and on the

basis of our examination of the records of the Company, the Companyhas been generally regular in depositing undisputed statutory duesincluding Income-Tax and any other statutory dues with the appropriateauthorities. According to the information and explanations given to us,no undisputed amounts payable in respect of the above were in arrearsas at March 31, 2016 for a period of more than six months from the dateon when they become payable

b) According to the information and explanation given to us, there are no



dues of income tax, sales tax, service tax, duty of customs, duty ofexcise, value added tax outstanding on account of any dispute.

8) In our opinion and according to the information and explanations given to us,the Company has not taken any loan either from financial institutions or fromthe government and has not issued any debentures.

9) Based upon the audit procedures performed and the information andexplanations given by the management, the company has not raised moneysby way of initial public offer or further public offer including debt instrumentsand term Loans. Accordingly, the provisions of clause 3 (ix) of the Order arenot applicable to the Company and hence not commented upon.

10) Based upon the audit procedures performed and the information andexplanations given by the management, we report that no fraud by theCompany or on the company by its officers or employees has been noticedor reported during the year.

11) In our opinion and according to the information and explanations given to us,no managerial remuneration has been paid by the company.

12) In our opinion, the Company is not a Nidhi Company. Therefore, the provisionsof clause 4 (xii) of the Order are not applicable to the Company.

13) In our opinion and according to the information and explanations given to us,no transactions with related parties have been entered by the company duringthe financial year.

14) Based upon the audit procedures performed and the information andexplanations given by the management, the company has not made anypreferential allotment or private placement of shares or fully or partlyconvertible debentures during the year under review. Accordingly, theprovisions of clause 3 (xiv) of the Order are not applicable to the Companyand hence not commented upon.

15) Based upon the audit procedures performed and the information andexplanations given by the management, the company has not entered intoany non-cash transactions with directors or persons connected with them.Accordingly, the provisions of clause 3 (xv) of the Order are not applicable tothe Company and hence not commented upon.

16) In our opinion, the company is not required to be registered under section 45IA of the Reserve Bank of India Act, 1934 and accordingly, the provisions ofclause 3 (xvi) of the Order are not applicable to the Company.


(FRN : 009415S)

Sd/-(Y. Raghu Ram)

Partner(Memb No. 022678

Place of Signature : HyderabadDate : 28-05-2016



Report on the Internal Financial Controls under Clause (i) of Sub-section 3 ofSection 143 of the Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of PFL InfotechLimited ("the Company") as of March 31, 2016 in conjunction with our audit of thestandalone financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internalfinancial controls based on the internal control over financial reporting criteriaestablished by the Company considering the essential components of internal controlstated in the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting issued by the Institute of Chartered Accountants of India". Theseresponsibilities include the design, implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business, including adherence to company's policies, thesafeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparationof reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controlsover financial reporting based on our audit. We conducted our audit in accordancewith the Guidance Note on Audit of Internal Financial Controls Over FinancialReporting (the "Guidance Note") and the Standards on Auditing as prescribed undersection 143(10) of the Companies Act, 2013, to the extent applicable to an audit ofinternal financial controls, both applicable to an audit of Internal Financial Controlsand, both issued by the Institute of Chartered Accountants of India. Those Standardsand the Guidance Note require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether adequateinternal financial controls over financial reporting was established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacyof the internal financial controls system over financial reporting and their operatingeffectiveness. Our audit of internal financial controls over financial reporting includedobtaining an understanding of internal financial controls over financial reporting,assessing the risk that a material weakness exists, and testing and evaluating thedesign and operating effectiveness of internal control based on the assessed risk.The procedures selected depend on the auditor's judgment, including the assessmentof the risks of material misstatement of the financial statements, whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate toprovide a basis for our audit opinion on the Company's internal financial controlssystem over financial reporting.



Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designedto provide reasonable assurance regarding the reliability of financial reporting andthe preparation of financial statements for external purposes in accordance withgenerally accepted accounting principles. A company's internal financial control overfinancial reporting includes those policies and procedures that (1) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles,and that receipts and expenditures of the company are being made only in accordancewith authorizations of management and directors of the company; and (3) providereasonable assurance regarding prevention or timely detection of unauthorizedacquisition, use, or disposition of the company's assets that could have a materialeffect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financialreporting, including the possibility of collusion or improper management override ofcontrols, material misstatements due to error or fraud may occur and not be detected.Also, projections of any evaluation of the internal financial controls over financialreporting to future periods are subject to the risk that the internal financial controlover financial reporting may become inadequate because of changes in conditions,or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internalfinancial controls system over financial reporting and such internal financial controlsover financial reporting were operating effectively as at March 31, 2016, based onthe internal control over financial reporting criteria established by the Companyconsidering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India".


(FRN : 009415S)

Sd/-(Y. Raghu Ram)





AUDITOR'S CERTIFICATE

The Shareholders of

PFL InfoTech Limited

Neemargomala Village,

Bibinagar Mandal,

Nalgonda Dist.

We have examined the above cash flow statement of PFL Infotech

Limited for the period ended 31-03-2016. The Statement has been prepared

by the Company in accordance with the requirements of SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015 with the

corresponding Profit and Loss Statement and Balance Sheet of the Company

covered by over report of even date to the members of the Company.


(FRN : 009415S)

Sd/-(Y. Raghu Ram)





Balance Sheet as at 31st March 2016Particulars Note In Rupees

As at31-03-2016

In RupeesAs at

31-03-2015

EQUITY AND LIABILITIESShareholders' funds Share capital 3 74,781,000 74,781,000 Reserves and surplus 4 6,707,221 3,959,524

LOAN FUNDSUnsecured Loans 2,515,820 2,515,820

Current liabilities Other current liabilities 5 73,850 73,208 Short-term provisions 6 1,290,676 854,725

TOTAL 85,368,567 82,184,277

ASSETS

Non-current assets

Fixed assets

Tangible assets 7 13,794 13,794

Non Current Investments 8 13,500,000 21,000,000

Long Term Loans & Advances 9 70,766,278 60,436,457

Current Assets

Cash and bank balances 10 398,327 82,218

Short-term loans and advances 11 690,168 651,808

TOTAL 85,368,567 82,184,277

Notes on Financial Statements 1 to 20 - -As per our report of even date

For Y. Raghuram & CoChartered Accountants(FRN : 009415S)

Sd/-(Y. Raghu Ram)PartnerMemb No. 022678


Sd/-(P. Amresh Kumar)


Sd/-(M.A. Zameer)

Director

For and on behalf of Board



Statement of profit and loss for the year ended 31 March 2016Particulars Note In Rupees

As at31-03-2016

In RupeesAs at

31-03-2015

IncomeRevenue from operations - -Other income 12 5,583,061 4,083,225

Total Revenue (I) 5,583,061 4,083,225

ExpenditureEmployee benefits expense 13 707,437 666,000Other expenses 14 698,679 651,125

Total expenses (II) 1,406,116 1,317,125

Earnings before interest, tax,depreciation andamortisation (EBITDA) (I)-(II) 4,176,945 2,766,100

Finance costs - -Depreciation and amortisationexpense - -

Profit before and extraordinaryitems and tax 4,176,945 2,766,100

Extra Ordianary ItemsLoss on Sale of Assets - -

Profit Before Tax 4,176,945 2,766,100Tax ExpenseCurrent tax 1,290,676 854,725Adjustment of Earlier Year Tax(Excess Provision Reversed) 138,572 -Deferred tax - -

Profit for the period fromcontinuing operations 2,747,697 1,911,375Profit/(loss) from discontinuingoperations - -

Profit for the period 2,747,697 1,911,375

Earnings per equity share (nominal value of Rs.10)

Basic and Diluted 14 0.37 0.26

Notes on Financial Statements 1 to 20



Notes to the Financial Statements for the year ended 31st March, 2016

1. CORPORATE INFORMATION

PFL Infotech ( here in after referred to as the company) is a public domiciled inIndia. Its shares are listed on Bombay stock Exchange.

2. BASIS OF PREPARATION

The financial statements of the company have been prepared in accordancewith the genenrally accepted accounting principles in India ( Indian GAAP).The company has prepared these financial statements to comply in all materialrespects with the accounting standards notified under section 133 of theCompanies Act 2013, read together with Paragraph7 of the companies(Accounts) Rules, 2014 and companies ( Accounting Standards) AmendmentRules, 2016. The Financial Statements have been prepared under the historicalcost convention on an accrual basis.

Summary of Significant Accounting Policies

a) Use of estimates

The preparation of financial statements in conformity with Indian GAAPrequires the management to make judgements, estimates andassumptions that effect the reported amount of revenues, expensesassets and liabilites and the disclosure of contingent liabilities, at theend of the reporting year. Although these estimates are based on themanagements best knowledge of the current events and actions,uncertainity about these assumptions and estimate could result in theoutcomes requiring a amterial adjustment to the carrying amounts ofassets or liabilities in future years.

b) Property, Plant and Equipment

Property, Plant and equipment, capital work in progress are stated atcost, net of accumulated depreciation and accumulated impairmentlosses, if any. The cost comprises purchase price, borrowing costs ifcapitalization criteria are met and directly attributable cost of bringingthe asset to its working condition for the intended use. Any trade discountsand rebates are deducted in arriving the purchase price.

For Y. Raghuram & CoChartered Accountants(FRN : 009415S)

Sd/-(Y. Raghu Ram)Partner




Sd/-(M.A. Zameer)

Director




Subsequent expenditure related to an item of property, plant andequipment is added to its book value only if it increases the future benefitsfrom the existing asset beyond its previously assesed standard ofperformance. All other expenses on existing plant, property andequipment, including day to day repair and maintenance expenditureand cost of replacing parts, are charged to the statement of profit andloss for the year during which such expenses are incurred. Gains orlosses arising from derecognition of property, plant and equipment aremeasured as the difference between the net disposal proceeds and thecarrying amount of the asset and are recognized in the statement ofprofit and loss when the asset is derecognized.

C) Depreciation

The company is having only one asset and the same have not been putto use in the Financial year 2015-16 and depreciation for the same hasnot been provided.

d) Investments

Investments, which are readily realizable and intended to be held for notmore than one year from the date on which such investments are made,are classified as current investments. All other investments are classifiedas long term investments. On initial recognition, all investments aremeasured at cost. The cost comprises purchase price and direcltyattributable acquisition charges such as brokerage, fees and duites.

Current investments are carried in the financial statements at lower ofcost and fair value determined on an individual investment basis. Longterm investments are carried at cost. However provision for diminution invalue is made to recognize a decline other than temporary in the value ofinvestments. On disposal of an investment, the difference between itscarrying amount and net diaposal proceeds is charged or credited to thestatement of profit and loss.

e) Revenue Recognition

Revenue is recognized to the extent that is probable that the economicbenefits will flow to the company and the revenue can be reliablymeasured. The following specific recognition criteria must also be metbefore revenue is recognized : Interest: Interest income is recognized ona time proportion basis taking in to account the amount outstanding andthe applicable interest rate. Interest income is included in the head otherincome in the statement of profit and loss.

f) Income Taxes

Provision for Current Tax :

Provision for Income Tax is made taking into consideration the Provisionsof Income Tax Act, 1961.



Provision for Deferred Taxation :

As per the AS 22, since there is no reasonable certainty that the Companywill get profits so as to absorb the carried forward losses and depreciation,the deferred tax asset has not been recognized in the financial statements.

The revised Schedule VI has become effective from 1st April 2011, forthe preparation of financial statement. This has significantly impactedthe disclosure and presentation made in the financial statements. Previousyears figures have been regrouped/reclassified wherever necessary tocorrespond with the current year's classification/disclosure.

2.1 The details of Shareholders holding more than 5% shares :

In Rupees As at31-03-2015

In Rupees As at31-03-2016

Name of the Shareholder No. of Shares % held No. of Shares % held

P Amresh Kumar 483,230 6.46% 483,230 6.46%

Geuiness Securities Ltd. 412,255 5.51% 245,441 3.28%

Asha Sanjay Shah 729,950 9.76% 729,950 9.76%

3. SHARE CAPITAL

In RupeesAs at

31-03-2016

In RupeesAs at

31-03-2015

Authorised share capital80,00,000 Equity Shares of Rs.10/- each 80,000,000 80,000,000

Total 80,000,000 80,000,000

Issued,Subscribed and Fully paid up shares74,78,100 Equity shares ofRs.10/-each fully paid up 74,781,000 74,781,000Total Issued,Subscribed andfully paid up share capital 74,781,000 74,781,000



Surplus/(deficit) in the statement ofprofit and lossBalance as per the last financial statements (44,906,476) (46,817,851)Profit for the year 2,747,697 1,911,375Less: AppropriationsTransferred to general reserve - -Total Appropriations - -Net surplus in the statement ofprofit and loss (42,158,779) (44,906,476)

Total reserves and surplus 6,707,221 3,959,524

5. OTHER CURRENT LIABILITIES

Audit Fee Payable 34,350 33,708Other Expenses Payable 39,500 39,500

73,850 73,208

6. SHORT TERM PROVISIONS

Provision for Income tax 1,290,676 854,725

1,290,676 854,725

Provision for Income Tax is made for the current accounting period on thebasis of the taxable profits computed in accordance with the Income Tax Act,1961.

4. RESERVES AND SURPLUS

In RupeesAs at

31-03-2016

In RupeesAs at

31-03-2015

Securities Premium 48,866,000 48,866,000

48,866,000 48,866,000



7. FIXED ASSETS

The company does not have any fixed assets in its block, exceptcomputers which are used in the office. Since there are no operationsduring the year no depreciation is provided on Fixed Assets.

8. NON CURRENT INVESTMENTS

In RupeesAs at

31-03-2016

In RupeesAs at

31-03-2015

In Equity Shares of Various Companies 13,500,000 21,000,000

13,500,000 21,000,000Details of the Investments areprovided hereunder :Equity Shares inShamganga Builders Pvt Ltd 1,600,000 1,600,000(16,000 shares of Rs 100/- each)Equity Shares in SangeetaLogistics Pvt Ltd. 1,700,000 1,700,000(17,000 shares of Rs 100/- each)Equity Shares inSidhi Vinayak Logistics Pvt Ltd 7,200,000 7,200,000(72,000 shares of Rs 100/- each)Equity Shares in Satabdi FinancialServices Pvt Ltd. 3,000,000 3,000,000(30,000 shares of Rs 100/- each)Share Application Money in BT DrivingPower & Mining Corp. Pvt Ltd - 7,500,000

9. LONG TERM LOANS & ADVANCESAdvance for Property 9,200,000 9,200,000Other Advances 61,566,278 51,236,457

70,766,278 60,436,457

Other Advances include amounts given as unsecured loans to various parties atpredetermined interest rates10. CASH AND BANK BALANCES

Balance with banks 389,849 49,324Cash on hand 8,478 32,894

398,327 82,218

11. SHORT TERM LOANS AND ADVANCESAdvance Tax & TDS 558,307 519,947Income Tax Refundable 131,861 131,861

690,168 651,808



In RupeesAs at

31-03-2016

In RupeesAs at

31-03-2015

Interest on Unsecured Loans 5,583,061 4,083,225

5,583,061 4,083,225

The Company stopped operations of the Poultry Business and the only income duringthe year is the interest earned on the loans given to various parties during the year

Notes on financial statements for the year ended 31st March, 2015

12. OTHER INCOME

13. EMPLOYEE BENEFIT EXPENSESalaries, wages and bonus 703,500 666,000Staff welfare expenses 3,937 -

707,437 666,000

14. OTHER EXPENSESAudit Fees & Expenses 34,350 33,708

Bank Charges 506 613

Legal & Professional Charges 92,792 60,000

Office Maintenance 3,000 16,000

Printing & Stationery 31,932 18,000

Rent 120,000 96,000

Conveyance - 10,500

ROC Filing Fees 20,200 22,000

Share Registry Charges 78,642 90,973

Stock Exchange Expenses 253,216 128,192

CDSL Fee 26,994 1,307

Interest on Income Tax - 171,726

Misc.Expenses - 2,106

Sitting Fees 10,000

Travelling & Conveyance 27,047 -

698,679 651,125



In RupeesAs at

31-03-2016

In RupeesAs at

31-03-2015

i) Net Profit after tax as per Statement ofProfit and Lossattributable to Equity Shareholders 2,747,697 1,911,375

ii) Weighted Average number of equityshares used asdenominator for calculating EPS 7,478,100 7,478,100

iii) Basic and Diluted Earnings per share 0.37 0.26

iv) Face Value per equity share 10.00 10.00

15. EARNINGS PER SHARE

16. EMPLOYEE BENEFITS

Since there are no employees eligible for any retirement benefits as perthe terms of the contract, no gratuity or leave encashment provisionsare made as per AS 15

17. Impairement of Assets :

IIn terms of the requirements of the Accounting standards-28 on“Impairment of Assets” issued by the Institute of Chartered Accountantsof India, no provision for impairment in value has been considerednecessary by the management as there are no assets carried in thebooks, except computers.

18. Provision, Contingent Liabilities and Contingent Assets :

As per the best estimate of the management, no provision is required tobe made as per Accounting Standard (AS) 29 “Provision, ContingentLiabilities and Contingent Assets” as notified by the Companies(Accounting Standards) Rules 2006, in respect of any present obligationas a result of a past event that could lead to a probable outfl ow ofresources which would be required to settle the obligation.

19. Auditors’ Remuneration

Audit Fees 30,000 30,000Tax Audit Fee - -Other Matters - -Service Tax 4,350 3,090

Total 34,350 33,090



20. Segment Reporting

As the Company has stopped operations and deriving the income fromonly other sources, segment reporting under Accounting Standard – 17of ICAI is not applicable.

21. Related Party Transactions

The Company has made the following transactions with related partiesas per the provisions of Accounting Standard 18 issued by The Instituteof Chartered Accountants of India

Description Companiesin whichDirectors

Directors Relatives ofDirectors

Total

Payment of Salaries - - - -

Total - - - -

No amount was overdue to the above referred related parties as on 31stMarch 2016. No provision for doubtful debts was made and no amount waswritten off in the period in respect of debts due from/or to the related parties.

As per our report of even dateFor Y. Raghuram & CoChartered Accountants(FRN : 009415S)






Sd/-(M.A. Zameer)

Director



A. CASH FLOW FROMOPERATIONAL ACTIVITIESNet Profit before Tax 4,176,945 2,766,100Depreciation - -Loss on Sale of Fixed Assets - -Preliminary Exp.written off - -Operating Profit before working 4,176,945 2,766,100capital chargesADJUSTMENT IN CAPITAL CHANGESIncrease/(Decrease) in Current Assets 38,360 55,180Decrease/(Increase) in Current Liabilities (642) 7,500INCREASE / DECREASE IN NETCURRENT ASSETS 37,718 62,860CASH GENERATED FROM OPERATIONS 4,139,227 2,703,420Less: Taxes Paid 993,297 1,208,581Net Cash Used in Operating Activities (A) 3,145,930 1,494,839B. CASH FLOW FROMINVESTING ACTIVITIESReceipts from Sale of Fixed Assets - -Receipts from Sale of NonCurrent Investment 7,500,000 -Investment Shares - -Payments for Purchase of Fixed Assets - -Increase in Loans & Advances Given (10,329,821) (2,039,172)Decrease Capital Work in Progress - -Net Cash Generated byInvesting Activities (B) (2,829,821) (2,039,172)C. CASH FLOW FROMFINANCING ACTIVITIESIncrease in Share Capital - -Decrease in Share Application Money - -Decrease in Secured Loans - -Decrease in Unsecured Laon - 311,820Increase in Unsecured Loans - -Net Cash Flow from Financing Activities (C) - 311,820Net Increase / Decrease in 316,109 (232,513)Cash/Bank at the beginning of the year 82,218 314,731Cash/Bank at the end of the year 398,327 82,218

CASH FLOW STATEMENT FOR THE YEAR ENDED 31.03.201631-03-2016 31-03-2015

As per our report of even dateFor Y. Raghuram & CoChartered Accountants, (FRN : 009415S)

Sd/-(Y. Raghu Ram)

Partner



Sd/-(M.A. Zameer)

Director

Place : Hyderabad, Date : 28-05-2016



1 REGISTRATION NO : 7005Balance Sheet Date 31.03.2016 State Code : 01

2 CAPITAL RAISED DURING THE YEAR (Amount in Rs)Public Issue : Nil Rights Issue : NilBonus Issue : Nil Private Placement : Nil

3 POSITION OF MOBILISATION AND DEVELOPMENT OF FUNDSTotal Liabilities 85,368,567 Total Assets : 85,368,567Secured Loans - Unsecured Loans : -APPLICATION OF FUNDSNet Fixed Assets 13,794 Investments 21,000,000Other Non Current Assets 70,766,278 Misc. Exp -Net Current Assets (276,031)

4 PERFORMANCE OF COMPANYTurnover 5,583,061 Total Exp 1,406,116Profit / Loss before tax 4,176,945 Profit & (Loss) 2,747,697

after taxEarning per share in Rs. 0.37 Dividend Rate Nil

5 GENERIC NAMES OF THREE PRINCIPAL PRODUCTS / SERVICES OFCOMPANY(AS PER MONETARY TERMS)Item Code No. ITC : 1059100Product Description : One day old chicks / Software

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESSPROFILE

As per our report of even dateFor Y. Raghuram & CoChartered Accountants(FRN : 009415S)





Sd/-(Mohd. Abdul Zameer)

Director




PFL INFOTECH LIMITEDRegd. Office : Sy. No. 221, Neemargomula Village, Bibinagar Mandal, Nalgonda

District, Telangana - 508 126.

The Ministry of Corporate Affairs (MCA) has taken a "Green Initiative in the CorporateGovernance" by allowing paperless compliances by the Companies vide its circular no.17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011 after considering certainprovisions of the Information Technology Act, 2000, permitted the companies to send thenotices / annual reports etc. through email to its members. To support this green initiativeof the MCA whole heartedly, members who have not yet registered their email address,are requested to register their e-mail address with the Depository through their concernedDepository Participant and members who hold shares in physical mode are requested tointimate their e-mail address at which they would like to receive the above documentselectronically, either to the company or to its Registrar and Share Transfer Agent.Shareholders are requested to fill the consent form below and send it to the Registrar andShare Transfer Agent, Adroit Corporate Services Pvt Limited or to the company

CONSENT FOR RECEIVING DOCUMENTS IN ELECTRONIC MODE(Pursuant to circulars no. 17/2011 dated April 21, 2011 and 18/2011 dated April 29, 2011)

To,Bigshare Services Pvt Ltd.306, 3rd Floor, Right Wing, Amrutha Ville, Opp. Yashoda Hospital,Raj bhavan Road, Somajiguda, Hyderabad - 500 082.

Dear Sir,

I/We shareholder (s) of PFL INFOTECH LIMITED, agree to receive all notices anddocuments including the Annual Report, Notice for General Meetings and otherShareholders Communication in electronic mode (through email).

I/We request you to kindly register my / our below mentioned email id in the Company'srecords for sending such communication through email.

Folio No. ................................................ /DP ID No.* ................................................ and

Client ID No.* ................................................

*Applicable for members holding shares in electronic form.

Name of the Sole / First Shareholder : ..........................................................................

Name of the Joint Shareholders (if any) : ..........................................................................

No. of Shares held : ..........................................................................E-mail id for receipt of documents inElectronic mode : ..........................................................................

Date : Place :

Signature : ...................................................... (Sole / First Shareholder)Note :

1. Shareholders are requested to inform the Company's Registrar and Share Transfer AgentsBigshare Services Pvt. Ltd, as and when there is change in their registered email-id.

2. For shares held in demat form, shareholders are also requested to inform /update theiremail-ids to their respective Depository Participants.



PROXY FORM

Regd. Folio No. / DPID - Client ID No. .........................................................................

I/We .......................................... of ................................... in the district of

.............................. being a member / members of PFL Infotech Limited hereby appoint

........................................................... of ....................................................................

in the district of ........................................... or failing him/her ................................ of

.......................................... in the district of ............................................... as my/our

proxy to vote for me/us on my/our behalf at the Annual General Meeting of the

Company to be held on Saturday, the September 17, 2016 at 11.00 A.M. at

Neemargomula Village, Bibinagar Mandal, Nalgonda District, Telangana - 508 126.

Signed this ....................... day of .........................................2016.

................................................................

Signature of Shareholder/s

Note : The Proxy in order to be effective should be duly stamped, completed andsigned and must be deposited at the Registered Office of the Company not lessthan 48 hours before the time for holding the aforesaid meeting. The Proxy need notbe a member of the Company.

.....................................................................................................................................

PFL INFOTECH LIMITEDRegd. Office: Sy. No. 221, Neemargomula Village, Bibinagar Mandal,

Nalgonda District, Telangana - 508 126.

Affix1 RupeeRevenueStamp



(To be handed over at entrance of the Meeting Venue)ATTENDANCE SLIPRegd. Folio No. / DPID - Client ID No. ..............................................................................

SHAREHOLDER'S NAME : ..............................................................................................(in Block Capitals)

In case of ProxyNAME OF PROXY : .........................................................................................................(in Block Capitals)

No. of Shares held ......................................................

I certify that I am a registered shareholder / proxy for the registered shareholder ofthe Company.

I hereby record my presence at the Annual General Meeting of the Company heldon Saturday, the September 17 , 2016 at 11.00 A.M. at Neemargomula Village, BibinagarMandal, Nalgonda District, Telangana - 508126.

Signature of Shareholder/s / Proxy

Note : Please bring this Attendance Slip when coming to the Meeting.

PFL INFOTECH LIMITEDRegd. Office: Sy. No. 221, Neemargomula Village, Bibinagar Mandal,

Nalgonda District, Telangana - 508 126.



Form No. MGT - 12Polling Paper

(Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1) (C)of the Companies (Management and Administration) Rules, 2014)

Name of the Company : PFL INFOTECH LIMITEDRegd. Office : Sy. No. 221, NEMURUGOMULA (V), Bibi Nagar,Nalgonda Dist - 508126(T.S.) Fax : 040 23374169

CIN : L72200TG1993PLC007005

BALLOT PAPER

I hereby exercise my vote in respect of Ordinary / Special Resolutions enumerated belowby recording my assent or dissent to the said resolutions in the following manner :

S. No. Particulars DetailsName of the first namedshareholder (In Block Letters)Postal addressRegistered Folio No./*DP ID andClient ID No. (* applicable toinvestors holding shares indematerialized form) (* as perCompany records)Class of Share

1

S.No. Item No. No. of Sharesheld by me

I assent totheresolution

I dissent fromthe resolution

Equity Shares

1. To receive, consider and adoptthe Balance Sheet as at 31stMarch, 2016 and Profit andLoss a/c for the year ended, ason that date and the DirectorsReport and Auditor's Reportthereon.

2. To appoint a director in placeof Sri Abhinandan Jain whoretires by rotation and beingeligible offers himself forreappointment

3. To appoint Statutory Auditorsand fix their remuneration andfor this purpose to considerand, if thought fit to pass withor without modification(s) thefollowing resolution as anordinary resolution.

23

4



"RESOLVED THAT YRaghuram & Co, CharteredAccountants, Hyderabad, FirmRegistration No 0094155 beand are hereby appointed asAuditors of the Company tohold the office from theconclusion of this annualGeneral Meeting until theconclusion of the next AnnualGeneral Meeting at aremuneration to be fixed by theBoard of Directors inconsultation with the Auditors."

4. To consider and if thought fit,to pass, with or withoutmodification(s), the followingresolution as an SpecialResolution :

RESOLVED THAT theRegistered Office of theCompany be shifted fromSy.No.221, NeemargomulaVillage, Bibinagar Mandal,Nalgonda District, Telangana -508126 to # 6-2-941, Flat No.201, 3rd Floor, Moghal'sEmami Mansion, ChintalbastiRoad, Khairatabad,Hyderabad-500 004. with effectfrom 01st October 2016 or thedate as may be decided by theBoard of Directors.

FURTHER RESOLVED THATSri P Amresh Kumar, Chairman& Managing Director or SriM.A.Zameer, Director of theCompany be and is herebyauthorised to file e-Forms withthe Registrar of Companies andto take suitable action for theimplementation of the abovesaid decision of the Board."

Place : HyderabadDate :

(Signature of the Shareholder*)



If undelivered please return to :

PFL INFOTECH LIMITED# 201, Moghal Emami Mansion,Opp. Shadan College Lane,Khairatabad, Hyderabad - 500 004.Telangana, India

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