ajef - bseindia.com · ajef 03rct october, 2017 to the general manager -operations, bombay stock...

ajef 03rct October, 2017

To The General Manager - Operations, Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, 25th Floor, Dalal Street, Mumbai - 400 001.

Dear Sir/Ma'am,

A Sub.: Annual General Meeting- Submission of Annual Report: Regulation 34

A

Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements), 2015 we hereby bring to your notice that the annual general meeting of the members of the Company is was held on Friday, 29111 day of September, 2017 at 10.00 A.M at the Garden Banquets Junction Of Jp Road & Veera Desai Road, Andheri West, Mumbai- 400 058, Maharastra and the shareholders of the company had approved and adopted the financial statements of the Company along with Auditor' s Report and Board' s Report thereon.

We herewith submit the approved and adopted Annual Report of the Company.

Kindly take the above information on records.

We shall be glad to furnish any further information/clarification in this regard.

Yours faithfully,

for AJEL Limited

NARASIMHA REDDY Director DIN: 07188571

Encl: as above

~aqa ~ ~ERNATIONAL ~ Ajel Limited.

Regd . Off: 106, Link Plaza Commercial Complex, New Link Rd, Jogeshwari (W), Mumbai - 400 102. Tel : +91 -22 -26393197 .Fax :+91 22 26349264 Online : http://www.ajel.in, e-ma il : [email protected] Corporate Identity Number: L67120MH1994PLC076637 4o 9001-2008 CERTIFIED

ANNUAL REPORT 2016-17 1

S.No Particulars Page No.

1. Corporate information 02

2. Notice of 23rd Annual General Meeting 04

3. Directors' Report 10

4. Report on Corporate Governance 20

Standalone Financials

5. Independent Auditors Report 48

6. Balance Sheet 51

7. Statement of Profit and Loss 52

8. Notes to Financial Statements 533

Consolidated Financials

9. Independent Auditors Report 61

10. Balance Sheet 63

11. Statement of Profit and Loss 64

12. Notes to the Consolidated Financial Statements 65

13. Financial information of Subsidiary companies/Joint Venture andAssociate companies

13. Attendance Slip 74

14. Proxy Form 75

15. Route Map to Venue of Annual General Meeting 77

CONTENTS

TWENTY THIRD ANNUAL REPORT2016-17


CORPORATE INFORMATION

BOARD OF DIRECTORS

1. Mr. Srinivasa Reddy Arikatla - Chairman & Managing Director

2. Mr. Anil Kumar Chede - Independent Director

3. Mr. Narasimha Reddy Mandireddy - Independent Director

4. Ms. Harshana Antharaji - Independent Director

5. Mr. Venkat Reddy Sureddy - Independent Director

6. Mr. Balaram Reddy Chintakuntla - Chief Financial Officer

KEY MANAGERIAL PERSONNEL

Mr. Srinivasa Reddy Arikatla - Chairman & Managing Director

Mr. Balaram Reddy Chintakuntla - Chief Financial Officer

COMMITTEES OF THE BOARD

Audit Committee

S.No Name Category of Director Designation

1. Mr. Mandireddy Narasimha Reddy Non-Executive - Independent Director Chairperson

2. Mr. Anil Kumar Chede Non-Executive - Independent Director Member

3. Mr. Venkat Reddy Sureddy Non-Executive - Independent Director Member

Nomination & Remuneration Committee cum Compensation Committee


1. Mr. Mandireddy Narasimha Reddy Non-Executive - Independent Director Chairperson

2. Mr. Anil Kumar Chede Non-Executive - Independent Director Member

3. Mr. Venkat Reddy Sureddy Non-Executive - Independent Director Member

Stakeholders Relationship Committee


1. Mr. Harshana Antharaji Non-Executive Independent Director Chairperson

2. Mr. Srinivasa Reddy Arikatla Executive Director Member

CORPORATE IDENTITY NUMBER

L67120MH1994PLC076637

REGISTERED OFFICE

106, 2nd Floor, Link Plaza Commercial Complex,New Link Rd, Oshiwara, Jogeshwari (W),Mumbai-400102, MaharashtraEmail id: [email protected]: www.ajel.inPhone: +91 22 2639 3197


STATUTORY AUDITORS

M\s. Naresh Dinesh & AssociatesChartered Accountants403, Eesha Kripa,Near Brahman Sabha Road,Malad (West), Mumbai: 400 064

SHARE TRANSFER AGENTS & DEMAT REGISTRARS

Adroit Corporate Services Pvt Ltd

17-20, Jafferbhoy Ind. Estate,1st Floor, Makwana Road,Marol Naka, Andheri (E), Mumbai 400059, IndiaTel: +91 (0) 22 42270400www.adroitcorporate.com

BANKERS

Axis BankSyndicate BankLaxmi Vilas BankCiti BankWells Fargo Bank

WEBSITE

www.ajel.in

Branch Offices:

Hyderabad, India Bengaluru, India U.S.A.

Flat 301, Blaock A 34/11, 5th Floor, 1 Cragwood Road,Sri Laxmi Estates, Vidya Gayathri Suite # 102,Madinaguda, Green Garden Layout South Plainfield, NJ 07080.Hyderabad - 500 050 Whitefield Road USA.Telangana Bengaluru - 560 037, Karnakata

IMPORTANT COMMUNICATION TO MEMBERS

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperlesscompliances by the Companies and has issued circulars stating that service of the notice/documents includingAnnual Report can be sent by e-mail to its members. To support this green initiative of the Government in fullmeasure, members who have not registered their e-mail addresses, so far, are requested to register their e-mailaddresses, in respect of electronic holding with the Depository through their concerned Depository Participants.Members who hold shares in physical form are requested to register the same with the following addresses.

CORPORATE OFFICE:

106, 2nd Floor, Link Plaza Commercial Com-plex, New Link Rd, Oshiwara, Jogeshwari (W),Mumbai-400102, Maharashtra.Email id:[email protected]: www.ajel.inPhone : +91 22 2639 3197

SHARE TRANSFER AGENTS & DEMAT REGISTRARS

M/s Adroit Corporate Services (RTA),17-20, Jafferbhoy Ind. Estate,1st Floor, Makwana Road,Marol Naka, Andheri (E), Mumbai 400059, IndiaTel: +91 (0) 22 42270400Fax: +91 (0)22 28503748www.adroitcorporate.com

SEBI has made it mandatory for every participant in the Securities/Capital Market to furnish the details of IncomeTax Permanent Account Number (PAN). Accordingly, all the shareholders holding shares in physical form arerequested to submit their details of PAN along with photocopy of both sides of PAN card, duly attested to theDemat Registrar and Share Transfer Agent of the Company, M/s ADROIT SERVICES as above.


NOTICE OF 23nd ANNUAL GENERAL MEETING

Notice is hereby given that the 23nd Annual General Meeting of the members of AJEL LIMITED will be held onFriday, the 29th day of September, 2017 at 10.00 AM at Garden Banquets, Junction Of J P Road & Veera DesaiRoad, Andheri West, Mumbai - 400058 to transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year endedMarch 31, 2017, the Report of the Board of Directors and the Report of the Auditors thereon; and the AuditedConsolidated Financial Statements of the Company for the financial year ended March 31, 2017 and the Reportof the Auditors thereon.

2. To appoint a director in place Mr. Srinivasa Reddy Arikatla (DIN: 01673552), who retires by rotation and beingeligible offers himself for re-appointment.

3. To appoint M/s. Naresh Dinesh & Associates, Chartered Accountants, as Statutory Auditors of the Company fora period of 5 (Five) years.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:

"RESOLVED THAT pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 read withthe Companies (Audit and Auditors) Rules, 2014, (including any statutory modification(s) or re-enactmentthereof) and pursuant to the recommendations of the Audit Committee and as approved by the Board ofDirectors, the Company hereby appoint M/s. Naresh Dinesh & Associates, Chartered Accountants (FirmRegistration No. 140097W) as the Statutory Auditor of the Company, to hold office from conclusion of thismeeting till the conclusion of the sixth consecutive Annual General Meeting to be held after this general meeting,on such remuneration and out of pocket expenses as mutually decided by the Board of Directors of theCompany.

SPECIAL BUSINESS:

4. To Re-Appoint Mr. Srinivasa Reddy Arikatla as Chairman and Managing Director for the further period of 3 (Three)years.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an

Ordinary Resolution:

"RESOLVED THAT pursuant to Sections 196 and 197 read with Schedule V as applicable and other applicableprovisions of the Companies Act, 2013, if any, consent of the members be and is hereby accorded to ratify theappointment made by the Board of Directors in their meeting held on 04/09/2017of Mr. Srinivasa Reddy Arikatla(DIN: 01673552) as Managing Director of the companyfor a period of(3) three years w.e.f. 04/09/2017with aoverall remuneration not exceeding Rs.2,00,000 (Rupees two lacs) per month.

"RESOLVED FURTHER THAT Mr.Srinivasa Reddy Arikatla shall also be entitled for the reimbursement of actualentertainment, traveling, boarding and lodging expenses incurred by him in connection with the Company'sbusiness and such other benefits/amenities and other privileges, as any from time to time, be available to otherSenior Executives of the Company.

"RESOLVED FURTHER THAT in the event of loss or inadequacy of profits in any financial year during thecurrency of tenure of Mr. Srinivasa Reddy Arikatla, the remuneration and perquisites set out as aforesaid be paidor granted to him as minimum remuneration and perquisites provided that the total remuneration by way ofsalary, perquisites and other allowances shall not exceed the applicable ceiling limit in terms of Schedule V tothe said Act as may be amended from time to time or any equivalent statutory re-enactment thereof for the timebeing in force


"RESOLVED FURTHER THAT Board of Directors of the company be and is hereby authorized to file all therequired documents and to do such other acts, deeds and things as are necessary and incidental thereto."

By Order of the Boardfor Ajel Limited

Sd/-Place: Mumbai Srnivasa Reddy Arikatla

Date: 04.09.2017 Managing DirectorDIN: 01673552

Registered Office:

106, 2nd Floor, Link Plaza Commercial Complex,New Link Rd, Oshiwara, Jogeshwari (W),Mumbai-400102, Maharashtra.

Notes:

1. An Explanatory Statement under Section 102 (1) of the Companies Act, 2013, in respect of Special Business atthe meeting, is annexed hereto and forms part of this notice.

2. The statement of the particulars of Directors seeking Appointment / Re-appointment is enclosed as Annexure A.as required under sub-regulation (3) of Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements),2015. The Directors have furnished the requisite declarations for their appointment/re-appointment.

3. A Member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead ofhimself and the proxy need not be a Member of the Company. Proxies in order to be effective must be receivedby the Company at its registered office not later than 48 (forty-eight) hours before the commencement of themeeting. Proxies submitted on behalf of companies, societies, etc. must be supported by an appropriate resolution/authority, as applicable.

A person shall not act as a Proxy for more than 50 members and holding in the aggregate not more than tenpercent of the total voting share capital of the Company. However, a single person may act as a proxy for amember holding more than ten percent of the total voting share capital of the Company provided that suchperson shall not act as a proxy for any other person.

4. Every member entitled to vote at the Annual General Meeting of the Company can inspect the proxies lodged atthe Company at any time during the business hours of the Company during the period beginning 24 (twenty four)hours before the time fixed for the commencement of the Annual General Meeting and ending on the conclusionof the meeting. However, a prior notice of not less than 3 (three) days in writing of the intentions to inspect theproxies lodged shall be required to be provided to the Company.

5. Members are requested to bring the Attendance Slip duly filled in and signed mentioning therein details of theirDP ID and Client ID/ Folio No., which is enclosed herewith, and hand over the same at the entrance of AGMvenue.

6. Members who hold shares in dematerialised form are requested to bring their depository account Number(Client Id and DP Id No) for easier identification and recording of the attendance at the meeting.

7. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will beentitled to vote at the Meeting.

8. Corporate Members intending to send their authorized representatives to attend the Meeting pursuant to Section113 of the Companies Act, 2013 are requested to send to the Company, a certified copy of the relevant BoardResolution together with their respective specimen signatures authorizing their representative(s) to attend andvote on their behalf at the Meeting

9. Members/Proxies are requested to bring their copies of Annual Report to the meeting. As an austerity measure,copies of Annual Report will not be distributed at the meeting. Members may also note that the Notice of the23rd AGM and the Annual Report for 2016-2017 will also be available on the Company's website www.ajel.in fordownload.

10. Members desirous of seeking any information on the accounts or operations of the company are requested towrite to the Company at least 10 days prior to the Meeting so that the required information can be madeavailable at the Meeting.


11. In terms of Section 72 of the Companies Act, 2013, a member of the company may nominate a person on whomthe shares held by him/her shall vest in the event of his/her death. Members desirous of availing this facility maysubmit nomination in prescribed Form-SH-13 to the company/RTA in case shares are held in physical form, andto their respective depository participant, if held in electronic form.

12. Members holding shares in physical form are requested to advise any change of address immediately to theCompany's Registrar & Share Transfer Agent, M/s Adroit Corporate Services (RTA). Members holding shares inelectronic form must send the advice about the change of address to their respective Depository Participants(DPs) andnot to the Company. Non-resident Indian shareholders are requested to inform us immediately thechange in the residential status on return to India for permanent settlement.

13. Members holding shares under multiple folios are requested to consolidate their holdings, if the shares are heldin the same name or in the same order of names.

14. The equity shares of the Company have been notified for compulsory trading in demat form. The Company hassigned a tripartite agreement with National Securities Depository Limited (NSDL), Central Depository Services(India) Limited (CDSL) and M/s Adroit Corporate Services (RTA) to facilitate dematerialisation of shares. Membersare requested to avail of this facility and have their shareholding converted into dematerialised form.

15. Relevant Documents referred to in the accompanying notice and the Explanatory Statement is open for inspectionat the registered office of the company on all working days during the business hours up to the date of theAnnual General Meeting.

16. In terms of Section 160, any director himself or any member intending to propose any person as a director otherthan a retiring director, has to give a notice as to his intention to propose him/her as a candidate for that officenot less 14 (fourteen) days before the meeting along with deposit of Rs.1,00,000 (Rupees One Lakh).

The Ministry of Corporate Affairs has taken a "Green Initiative in the Corporate Governance" by allowing paperlesscompliances by the companies and has issued circulars stating that service of notice/documents includingAnnual Report can be sent by e-mail to its members. To support this green initiative of the Government in fullmeasure, members who have not registered their e-mail addresses, so far, are requested to register their e-mailaddresses, in respect of dematerialised holdings with their respective Depository Participants. Members whohold shares in physical form are requested to fill and send the required details to the Registrar and Share TransferAgent, M/s Adroit Corporate Services (RTA) at 17-20, Jafferybhoy Ind. Estate, 1st Floor, Makwana Road, MarolNaka, Andheri (E), Mumbai 400059, Maharashtra

17. The Securities Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore requestedto submit the PAN to their Depository Participant with whom they are maintaining their demat accounts. Membersholding shares in physical form can submit their PAN details to the Company's Registrar and Transfer Agent.

18. Members holding shares in the company and who have not registered their mail id with the company or thedepository and wish to avail e-voting may write to the registrar or the company quoting their client id/folio noand DP id so as to send the password for e-voting. Hard copy of the ballot paper will be provided at the venueof the AGM for those members who have not exercised their e-voting.

19. Voting through electronic means:

In compliance with the provisions of section 108 of the Companies Act, 2013, the Companies (Management andAdministration) Rules, 2014, amended by the Companies (Management and Administration) Amendment Rules,2016 and all other applicable provisions, shareholders are provided with the facility to cast their vote electronically,through the Remote e-voting services provided by CDSL, in respect of all resolutions set forth in this Notice.

The Company is also providing the facility for voting by way of physical ballot at the Annual General Meeting.Ms.Suman Bijarnia, Practicing Company Secretary has been appointed as the Scrutinizer to scrutinize the remotee-voting process as well as the Ballot process at the Annual General Meeting in a fair and transparent manner.

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

Members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall notbe entitled to cast their vote again.

A person whose name is recorded in the register of members or in the register of beneficial owners maintained bythe depositories as on the cut-off date i.e, 22/09/2017 only shall be entitled to avail the facility of remote e-voting.


1. Voting through electronic means:

I. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies(Management and Administration) Rules, 2014, the Company is pleased to provide facility to the membersto exercise their right to vote at the 23rd Annual General Meeting (AGM) by electronic means and thebusiness may be transacted through Remote E-Voting platform provided by CDSL.

The instructions for Remote E-Voting are as under:

i. The voting period begins at 9 A.M. on 26.09.2017 and ends at 5 P.M. on 28.09.2017. During this periodshareholders of the Company holding shares either in physical form or in dematerialized form, as on thecut-off date, i.e 22.09.2017 (End of Day) may cast their vote electronically. The Remote E-Voting moduleshall be disabled by CDSL for voting thereafter.

ii. The shareholders should log on to the Remote E-Voting website www.evotingindia.com during the votingperiod.

iii. Click on the "Shareholders" tab.

iv. Now select the "AJEL LIMITED" from the drop down menu and click on "SUBMIT".

v. 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 Folio Number registered with the Company.

vi. Next enter the Image Verification as displayed and Click on Login

vii. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on anearlier voting of any company, then your existing password is to be used.

viii. If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable forboth demat shareholders as well as physical shareholders)• Members who have not updated their PAN with the Company / Depository Participant

are requested to use the first two letters of their name and the 8 digits of thesequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of0's before the number after the first two characters of the name in CAPITAL letters.Eg: If your name is Ramesh Kumar with sequence number 1 then enter RA00000001in the PAN field.

• The respective sequence number will be printed on the address sticker of theannual report cover sent to the shareholders

DOB Enter the Date of Birth as recorded in your demat account or in the company recordsfor the said demat account or folio in dd/mm/yyyy format.

x. After entering these details appropriately, click on "SUBMIT" tab.

xi. Members holding shares in physical form will then directly reach the Company selection screen. However,members holding shares in demat form will now reach 'Password Creation' menu wherein they are requiredto mandatorily enter their login password in the new password field. Kindly note that this password is tobe also used by the demat holders for voting for resolutions of any other company on which they areeligible to vote, provided that company opts for Remote E-Voting through CDSL platform. It is stronglyrecommended not to share your password with any other person and take utmost care to keep yourpassword confidential.

xii. For Members holding shares in physical form, the details can be used only for Remote E-Voting on theresolutions contained in this notice.

xiii. Click on EVSN of AJEL LIMITED

xiv. On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to theresolution and option NO implies that you dissent to the resolution.

xv. Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.


xvi. After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box will bedisplayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL"and accordingly modify your vote.

xvii.Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

xviii.You can also take out print of the voting done by you by clicking on "Click here to print" option on theVoting page.

xix. If Demat account holder has forgotten the same password then enter the User ID and the image verificationcode and click on Forgot Password & enter the details as prompted by the system.

xx. Note for Institutional Shareholders

a. Institutional shareholders (i.e. other than Individuals, HUF, NRI, etc.) are required to log on to https://www.evoting.co.in and register themselves as Corporates.

b. A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailedto [email protected]

c. After receiving the login details they have to create a compliance user should be created using theadmin login and password. The Compliance user would be able to link the account(s) for which theywish to vote on.

d. The list of accounts should be mailed to [email protected] and on approval of theaccounts they would be able to cast their vote.

e. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued infavour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer toverify the same.

xxi. In case you have any queries or issues regarding, you may refer the Frequently Asked Questions ("FAQ's")and Remote E-Voting manual available at www.evotingindia.co.in under help section or write an email [email protected]

II. The Scrutinizer Suman Bijarnia, Hyderabad shall within a period not exceeding three (3) working days from theconclusion of the Remote E-Voting period unblock the votes in the presence of at least two (2) witnesses not inthe employment of the Company and make a Scrutinizer's Report of the votes cast in favour or against, if any,forthwith to the Chairman of the Company.

III. The results shall be declared on or before the AGM of the Company. The results along with the Scrutinizer'sReport shall be placed on the Company's website www.ajel.in and on the website of M/s Adroit CorporateServices (RTA). Within two (2) days of passing of the resolutions at the AGM of the Company and be communicatedto the Stock Exchanges.


EXPLANATORY STATEMENT IN RESPECT OF THESPECIAL BUSINESS PURSUANT TO

SECTION 102 OFTHE COMPANIES ACT, 2013.

Mr. Srinivasa Reddy Arikatla, was appointed as Vice Chairman and Managing Director of the company with effectfrom 1st October, 2008 for a period of 3 years. Mr. Srinivasa Reddy Arikatla term was re-appointed for further periodof 3 year at the general meeting held on 30th September, 2011 as Chairman and Managing Director. The Board ofDirectors of the Company have at the meeting held on 04/09/2017, approved the re-appointment of Mr. SrinivasaReddy Arikatla, as Chairman and Managing Director, with effect from 04/09/2017, for a period of 3 Three years, onsuch payment of remuneration as proposed in the resolution, subject to approval of members of the Company in thisAnnual General Meeting and other approvals as may be required.

Mr. Srinivasa Reddy Arikatla's association with the Company at different levels has contributed greatly on the Companyachieving present position. The Company has exhibited a fair and stable performance during his tenure. Mr. SrinivasaReddy Arikatla shall subject to superintendence, control and direction of the Board of Directors, be entrusted withsubstantial powers of Management in respect of whole of the affairs of the Company and shall perform such dutiesand exercises such powers as may be conferred upon him by the Board from time to time.

The Board of Directors of the Company consider that the re-appointment of Mr. Srinivasa Reddy Arikatla, as Chairmanand Managing Director will prove beneficial to the Company and accordingly recommend resolution, as set out inItem no: 4 of the Notice convening this meeting for your approval.

Except Mr. Srinivasa Reddy Arikatla, no other directors are interested in the Resolution.




Registered Office:



BOARD'S REPORT

ToThe MembersAJEL LIMITED

Your Directors have pleasure in presenting their 23rd Annual Report on the business and operations of your companyfor the financial year ended March 31st, 2017.

Financial Results

The standalone and consolidated financial performance of the Company for the financial year ended March 31, 2017is summarized below:

(Amount in Rupees in Lakhs)

Standalone ConsolidatedParticulars

Current Year

31-03-2017

Previous Year

31-03-2016

Current Year

31-03-2017

Previous Year

31-03-2016

Gross Revenue from Operations 643.28 619.76 1505.06 2015.08

Other Income 6.67 -4.80 6.67 38.35

Total Revenue 649.95 614.96 1511.72 2053.43

Total Expenditure 643.65 590.20 1586.16 2054.27

Profit / (loss) Finance Costs, Exceptional

items and Tax 6.30 24.76 (74.43) (0.84)

Finance Costs 0.00 0.06 4.23 3.98

Profit / (loss) Before Exceptional items and Tax 6.30 24.70 (78.66) (4.82)

Less: Exceptional items 0 0 0 0

Profit/ (loss) Before Tax 6.30 24.70 (78.66) (4.82)

Less: - Tax 0 7.41 0 7.41

Profit / (loss) After Tax 6.30 17.28 (78.66) (12.23)

Review of Performance and state of the company's affairs

During the year under review, the overall performance of the Company was reasonable considering to the sector/market conditions.

Members will notice that the revenue from operations on standalone basis increased to Rs.649.95 Lacs, as againstRs.614.96 Lacs for the previous year. The Total Income decreased to Rs.6.30 Lacs from Rs17.28 Lacs of Previousyear.

Members will notice that the revenue from operations on consolidated basis reduced to Rs.1511.72 Lacs, as againstRs.2053.43 Lacs of the previous year. The Profit/(Loss) has reduced to Rs.(78.66) Lacs from Rs.(12.23) Lacs of theprevious year.

The Company is continuously striving to improve efficiency and deliver excellence in our professional services andproject execution. The Company has identified new avenues for growth and is focusing its energies to developbusiness. The Company continues to focus on delivering services to its identified market segments in its coretechnology areas. It continues to align its sales and delivery organizations to an offshore centric model as well as bigforay in to Domestic market.

Dividend and Transfer to Reserves

Although your Company has earned profits during the year, the Board of Directors have decided to plough back theProfits into the Company. Therefore, your Directors have not recommended any dividend for the financial year2016-17.

There were no transfers to Reserves during the financial year 2016-17.


Share Capital

The Authorized Share Capital of the Company stands at Rs. 12,00,00,000/- (Rupees Twelve Crores only) divided into1,20,00,000 (Twelve Lac) Equity Shares of Rs. 10/- (Rupees Ten) each.

As on date Paid up Share Capital stands at Rs. 11,65,00,000/- (Rupees Eleven Crores Sixty Five Lacs) divided into1,16,50,000 (One Crore Sixteen Lakhs and Fifty Thousand) equity shares of Rs. 10/- each.

The Company has not issued any shares with differential rights and hence no information as per provisions of Section43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Consolidated Financial Results:

Pursuant to Regulation 33 of SEBI (Listing Obligations & Disclosures Requirements) Regulations 2015, and theCompanies Act, 2013, the Consolidated Financial Statements prepared as per Companies Act, 2013 and AccountingStandards, duly audited forms part of the Annual Report.

Listing

The Company entered into Listing agreement with the BSE Limited.

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company'sShares are listed.

Directors & its board meetings:

The Board of directors of your company is duly constituted.

Number of meetings of the board:

During the period under review 7 (Seven) Board meetings were held on 30.05.2016, 26.07.2016, 19.08.2016, 31.08.2016,03.09.2016, 14.11.2016 and 14.02.2017 and the gap between any two Board Meetings is within the period prescribedby the Companies Act, 2013 and Listing Agreement.

The Board of Directors is duly constituted. Mr. Srinivasa Reddy Arikatla, is been appointed as Managing director ofthe Company. Board recommends the members to pass the resolution for appointment of Mr. Srinivasa ReddyArikatla, as Managing Director of the Company.

Declarations by Independent Directors:

The Company has received declarations form the Independent Director under Section 149(6) of the Companies Act,2013 confirming their independence vis-à-vis the Company.

Board evaluation and assessment;

The company believes formal evaluation of the board and of the individual directors, on an annual basis, is apotentially effective way to respond to the demand for greater board accountability and effectiveness. For thecompany, evaluation provides an ongoing means for directors to assess their individual and collective performanceand effectiveness. In addition to greater board accountability, evaluation of board members helps in;

a. More effective board processb. Better collaboration and communicationc. Greater clarity with regard to members roles and responsibilitiesd. Improved chairman - managing directors and board relations

The evaluation process covers the following aspects

- Self evaluation of directors

- Evaluation of the performance and effectiveness of the board

- Evaluation of the performance and effectiveness of the committees

- Feedback from the non executive directors to the chairman

- Feedback on management support to the board.

Familiarisation Programme for Independent Directors

The Company shall through its Senior Managerial personnel familiarise the Independent Directors with the strategy,operations and functions of the Company. The Independent Directors will also be familiarised with their roles, rightsand responsibilities and orientation on Statutory Compliances as a Board Member.


On appointment of the Independent Directors, they will be asked to get familiarised about the Company's operationsand businesses. An Interaction with the key executives of the Company is also facilitated to make them more familiarwith the operations carried by the company. Detailed presentations on the business of the company are also madeto the Directors. Direct meetings with the Chairman and the Managing Director are further facilitated for the newappointee to familiarize him/her about the Company/its businesses and the group practices as the case may be andlink is available at the websitewww.ajel.in.

Directors' Responsibility Statement

Pursuant to the requirement under section 134 (3) and (5) of the Companies Act 2013, with respect to Directors'Responsibility Statement, your board of directors to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along withproper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and the Directors made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Companyas at 31st March, 2017 and of the profit/loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

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

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

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

Constitution and Composition of Audit Committee

The Audit Committee of the company is duly constituted as per section 177 of the companies act, 2013. Compositionand Scope of Audit Committee is provided under the Corporate Governance report annexed herewith.

Management Discussion & Analysis

The Management Discussion and Analysis Report highlighting the industry structure and developments, opportunitiesand threats, future outlook, risks and concerns etc. is furnished separately and forms part of this report.

Subsidiary Companies

The Company has one Subsidiary Company, the details of which is appended as 'Annexure I' to this Report

Particulars of Contracts or arrangements with related parties

All the related party transactions that were entered during the financial years were in the ordinary course of businessof the company and were on arm length basis. There were no materially significant related party transactions enteredby the company during the year with the promoters, directors, key managerial personnel or other persons whichmay have a potential conflict with the interest of the company.

The policy on related party transactions as approved by the board of directors is hosted on the website of thecompany viz. www.ajel.in

Particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third provisothereto shall be disclosed in Form No. AOC-2 as 'Annexure II' to this report

Particulars of Employees

A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as 'AnnexureIII' to this Report.

In terms of Section 136 of the Companies Act, 2013 the same is open for inspection at the Registered Office of theCompany.


Copies of this statement may be obtained by the members by writing to the Company Secretary at the RegisteredOffice of the Company.

The ratio of the remuneration of each Director to the median employee's remuneration and other details in terms ofSection 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014, are enclosed in Annexure - III and forms part of this Report

Corporate Governance

In pursuance of Regulation 17 to 27 read with Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulations, 2015, entered into with the Stock Exchanges, a separate Report on Corporate Governance along witha certificate from a Practicing Company Secretary regarding its compliance is annexed as Annexure IV and formspart of this Report. Your company will continue to adhere in letter and spirit to good corporate governance policies.

Statutory Auditors

M/s. Naresh Dinesh & Associates (Regn No: 140097W), Chartered Accountants, Hyderabad, who retire at this AnnualGeneral Meeting, have signified their willingness for reappointment and accordingly Directors have recommendedthe appointment of M/s. Naresh Dinesh & Associates, Chartered Accountants, Hyderabad, as Statutory Auditor ofthe Company for a period of 5 years, who confirmed their eligibility under Section 139(1) of the Companies Act,2013.

The Audit Committee and the Board recommends to the members of the company for appointment of M/s. NareshDinesh & Associates (Regn No: 140097W), Chartered Accountants as statutory Auditors of the company.

Management Replies to Auditors Report - Standalone And Consolidated Financial Reports:

With reference to observations made in Auditor's Report, the notes of account is self-explanatory and therefore donot call for any further comments.

Cost Audit Report

The provisions of Section 148 of the Companies Act, 2013 does not apply to the Company and hence, no costauditors are appointed.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company isrequired to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. Manoj Kumar Koyalkar, Practisingcompany secretary was appointed to issue Secretarial Audit Report for the financial year 2016-17.

Secretarial Audit Report issued by Mr. Manoj Kumar Koyalkar, Practising company secretary in Form MR-3 for thefinancial year 2016-17 forms part to this report as 'Annexure - V'.

Reply to Auditor's Report

The Company is in the process of appointing a Company Secretary and will be complying with the provisions of theAct in due course of time.

Business Responsibility Report (BRR)

Securities Exchange Board of India (SEBI) vide circular CIR/CFD/DIL/8/2012 dated August 13, 2012 has mandatedthe inclusion of BRR as part of the Annual Report for the top 100 listed entities based on their market capitalizationon Bombay Stock Exchange Ltd and National Stock Exchange of India Ltd as at 31March 2012. In view of therequirements specified, the company is not mandated for the providing the BRR and hence do not form part of thisReport.

Extract of the Annual Return

In accordance with Section 134 (3) (a) of the Act, an extract of the Annual Return in the prescribed format is appendedas 'Annexure VI'to this Report.

Corporate Social Responsibility

The provisions w.r.t. CSR is not applicable to the Company. Therefore, the Company had not constituted CSRcommittee during the year 2016-17.

Particulars of Loans, Guarantees and Investments


Details of loans and guarantees given and investments made under Section 186 of the Act are provided in the Notesto the Financial Statements.

Whistle Blower Policy/Vigil Mechanism

Pursuant to the provisions of section 177 of the companies act, 2013 and the rules framed there under and pursuantto the applicable provision of SEBI (Listing Obligations And Disclosure Regulations), 2015 of the listing agreemententered with stock exchanges, the company has established a mechanism through which all stake holders canreport the suspected frauds and genuine grievances to the appropriate authority. The Whistle blower policy whichhas been approved by the board of directors of the company has been hosted on the website of the company viz.www.ajel.in.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed a policy for selectionand appointment of Directors, Key Managerial Personnel, Senior Management and fixing their remuneration. TheRemuneration Policyis provided in the Corporate Governance Report.

The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications,positive attributes, independence of a director and other matters are adopted as per the provisions of the CompaniesAct, 2013. The remuneration paid to the Directors is as per the terms laid out in the Nomination & Remunerationpolicy of the Company. The Nomination & Remuneration policy is adopted by the Board is placed on the Company'swebsite at www.ajel.in

Risk Management Policy

The board of directors has formed a risk management committee to identify, evaluate, mitigate and monitor the risksassociated with the business carried by the company. The committee reviews the risk management plan and ensuresits effectiveness. A mechanism has been put in place which will be reviewed on regular intervals.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance withThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During thefinancial year ended 31st March, 2017, the Company has not received any complaints pertaining to Sexual Harassment.

Material changes and commitments, if any, affecting the financial position of the company

We have established one datacentre in Edison, NJ USA and it is currently up and running. The large size of theaddressable global market and its steady expansion when viewed with the relatively low current level of penetrationsuggests significant headroom for our future growth. The Company has positioned itself well for this anticipatedgrowth in business with an appropriate structure, strategy and capabilities.

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

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

Public Deposits

Your Company has not accepted any deposits from the public. As such, there was no principal or interest outstandingon the date of the Balance Sheet.

Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy which is not furnished as the relative rule is not applicable to your company.

There is no information to be furnished regarding Technology Absorption as your company has not undertaken anyresearch and development activity in any manufacturing activity nor any specific technology is obtained from anyexternal sources which needs to be absorbed or adapted.

Foreign Exchange Earnings and Outgo

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


Foreign Exchange Inflows: NIL

Foreign Exchange Outflows: NIL

Internal Audit & Controls

The Company continues to engage A.Srinivas Raju as its Internal Auditor. During the year, the Company continuedto implement their suggestions and recommendations to improve the control environment. Their scope of workincludes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectivenessof systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings arediscussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operations.

Internal Financial Control Systems

The Company has adequate Internal Financial Controls consistent with the nature of business and size of the operations,to effectively provide for safety of its assets, reliability of financial transactions with adequate checks and balances,adherence to applicable statues, accounting policies, approval procedures and to ensure optimum use of availableresources. These systems are reviewed and improved on a regular basis. It has a comprehensive budgetary controlsystem to monitor revenue and expenditure against approved budget on an ongoing basis.

Industrial Relations

The company enjoyed cordial relations with its employees during the year under review and the Board appreciatesthe employees across the cadres for their dedicated service to the Company, and looks forward to their continuedsupport and higher level of productivity for achieving the targets set for the future.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. Anumber of programs that provide focused people attention are currently underway. Your Company thrust is on thepromotion of talent internally through job rotation and job enlargement

Acknowledgements

Your Directors wish to express their appreciation of the support and co-operation of the Central and the StateGovernment, bankers, financial institutions, business associates, employees, shareholders, customers, suppliersand alliance partners and seeks their continued patronage in future as well.




Registered Office:



CERTIFICATE BY MANAGING DIRECTOR& CFO

We, Srinivas Arikatla, Managing Director and Mr. Balaram Reddy Chintakuntla, Chief Financial Officer of AJEL LIM-ITED certify that:

A. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2017 and thatto the best of our knowledge and belief:

i) These statements do not contain any materially untrue statement or omit any material fact or containstatements that might be misleading;

ii) These statements together present a true and fair view of the company's affairs and are in compliance withexisting accounting standards, applicable laws and regulations.

B. There are, to the best of our knowledge and belief, no transactions entered into by the company during the yearwhich are fraudulent, illegal or violative of the company's code of conduct.

C. We accept responsibility for establishing and maintaining internal controls for financial reporting and that wehave evaluated the effectiveness of internal control systems of the company pertaining to financial reporting andwe have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of suchinternal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify thesedeficiencies.

D. We have indicated to the auditors and the Audit committee

i. Significant changes in internal control over financial reporting during the year;

ii. Significant changes in accounting policies during the year and that the same have been disclosed in thenotes to the financial statements; and

iii. Instances of significant fraud of which we have become aware and the involvement therein, if any, of themanagement or an employee having a significant role in the company's internal control system over financialreporting.




Registered Office:



Annexure -I

Form AOC-1

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies(Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/

joint ventures

Part "A": Subsidiaries

S. No. Particulars Details

1. Name of the subsidiary Ajel Technologies India Private Limited

2. Reporting period for the subsidiary concerned, if different from the holding company’s reporting period

Same as Holding Company

3. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries

NA

4. Share capital 75,00,000 5. Reserves & surplus -13012183 6. Total assets 7183227 7. Total Liabilities 7183227 8. Investments 4422360 9. Turnover 0 10. Profit before taxation 0 11. Provision for taxation 0 12. Profit after taxation 0 13. Proposed Dividend 0 14. % of shareholding 100%

By Order of the Board

for Ajel Limited




Annexure -II

FORM NO. AOC.2

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referredto in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under thirdproviso thereto(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of theCompanies(Accounts) Rules, 2014)

1. Details of contracts or arrangements or transactions not at arm's length basis:

There was no such contract or arrangement or transaction entered during the year ended 31.03.2017 which wasnot at arm's length basis.

2. Details of material contracts or arrangement or transactions at arm's length basis: NIL

Name(s) ofthe relatedparty andnature of

relationship

Nature of contracts/arrangements/transactions

Duration of the contracts/arrangements/Transactions

Salient terms of thecontracts or arrange-ments or transactionsincluding the value, if

any

Date(s) ofapproval bythe Board, if

any

Amountpaid as

advances,if any

- - - - - -


Sd/-Srinivasa Reddy Arikatla

Date: 04.09.2017 Managing DirectorPlace:Mumbai DIN: 01673552

Annexure III

Statement of particulars as per Rule 5 of Companies (Appointment and Remuneration of

Managerial personnel) Rules, 2014

PART- A

Information under Section 197 (12) of the Companies Act, 2013 read with the rule 5(1) Companies (

Appointment and remuneration of managerial personnel ) Rules, 2014 and forming part of Directors Report

for the year ended March 31, 2017.

(1) theratiooftheremunerationofeachdirectortothemedianremunerationoftheemployeesofthecompanyforthefinancialyear:

S.No Name of the Director Ratio of the remuneration to the median

remuneration of the employees

1 Mr. Srinivasa Reddy Arikatla Nil

(2) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, CompanySecretary or Manager in the financial year

S.No Name of the Director Percentage Increase in Remuneration

1 Mr. Srinivasa Reddy Arikatla Nil

3. During the period under review the percentage increase/(decrease) in the median remuneration of the employeesis Nil.

4. Number of permanent and contract employees on the rolls of the Company as on 31st March, 2017 is 45.

5. Explanation on relationship between average increase in remuneration & Company performance:

The average increase in employee remuneration effected during the year 2016-17 was Nil. The individual incrementsare based on individual and the Company's performance during the previous financial year viz., 2015-16. The


other factors considered for revision in remuneration is the industry standards, functional expertise standards,etc.

The net revenue from operations of the Company for the year 2016-17 Increase/(decreased) by 23,51,912/-, theprofits after tax decreased by 10,98,297/- and the market capitalization increased/(decreased) by 29.41% whencompared to the previous year 2015-16.A direct co-relation of employee remuneration and company performanceas envisaged in the Rules is not feasible considering the qualitative factors involved in measuring performance.

6. Comparison of remuneration of Key Managerial Personnel and each Key Managerial Personnel against theperformance of the Company:

Aggregate remuneration of Key Managerial Personnel (KMP) in FY 2016-17 is Rs. Nil.

Revenue (Rs. 64,328,392/-)

Remuneration of KMPs Rs.Nil.

Profit before Tax (PBT) (Rs.629,639/-)

Remuneration of KMP:Nil

7. Variations in the market capitalization of the company and price earnings ratio as at the closing date of thecurrent financial year and previous financial year:

Particulars 31.03.2017 31.03.2016 Market Capitalization of the Company (in Rs. Crores)

5.50 4.25

Closing Price at the Bombay Stock Exchange Ltd. (in Rs.)

4.72 3.65

Price Earnings Ratio as at the closing date

94.4 24.33

8. Average percentile increase already made in the salaries of employees other than the managerial personnel inthe last financial year and its comparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average annual increase in salaries of employees is Rs. Nil.

Increase in the managerial remuneration for the year was Nil.

9. Comparison of each remuneration of the key managerial personnel against the performance of the Company

Particulars

Remuneration in FY16-17 (Rs. Nil)Revenue (Rs. 64,328,392/-)Remuneration as % of revenueProfit before Tax (PBT) (Rs.629,639/-)Remuneration (as 0% of PBT)

10. Ratio of remuneration of the highest paid Director of that of the employees who are not Directors but receiveremuneration in excess of the highest paid Director during the year:

Not Applicable, as no employee is receiving remuneration in excess of the highest paid Director.

11. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company is in compliance with its remuneration policy.





Annexure -IV

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY

AJEL LIMITED ('the Company') is committed to achieve transparency and accountability, the basic parameters ofCorporate Governance norms, across the operations of the Company and in its interaction with all the stakeholders,to establish an enduring relationship with and maximize the wealth of stake holders. The Company believes thatthese practices will not only result in sustainable growth of the company but will also result in meeting everystake holder expectations.

2. BOARD OF DIRECTORS

The Board of Directors of the Company currently consists of Five Directors. The Company has an Executive Chairman.The Executive Chairman as a Managing Director manages day-to-day affairs of the Company. The Board has anoptimum combination of Executive and Non-Executive directors on the Board.

a) Composition and Category of directors as on March 31, 2017

The composition of the Board is in conformity with Regulation 17 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.

Category No. of Directors

Promoter Executive Directors 1

Non-promoter Executive Director 0

Non Executive Director Non- Independent Director 0

Non-Executive Independent Directors 4

Total 5

Name of the Director Category

Mr. Srinivasa Reddy Arikatla Chairman & Managing Director (Promoter, Executive)

Mr. Anil Kumar Chede Director (Independent, Non-Executive)

Mr. Narasimha ReddyMandireddy Director (Independent, Non-Executive)

Mr. Venkat Reddy Sureddy Director ( Independent, Non-Executive)

Ms. Harshana Antharaji Director (Independent, Non-Executive)

b) Attendance of each director at the Board meetings held during the year 2016-17 and at the last AnnualGeneral Meeting

Name of the Director CategoryMeetings held

during the year

Meetings

attended

Attendance

at Last AGM

Mr. Srinivasa Reddy Arikatla Managing Director(Promoter, Executive) 7 7 Yes

Mr. Anil Kumar Chede Director(Independent,Non- Executive) 7 7 Yes

Mr. Narasimha Reddy (Independent,Mandireddy Non-Executive) 7 7 Yes

Mr. Sureddy Venkat Reddy Director(Independent,Non-Executive) 7 4 No

Ms. Harshana Antharaji Director(Independent,Non-executive) 7 6 Yes


c) No. of other Boards/Board Committees in which the Directors are either Member or Chairman as atMarch 31, 2017

Name of the DirectorBoard Committee

Chairman Member Chairman Member

Mr. Srinivasa Reddy Arikatla 1 None 1 2

Mr. Anil Kumar Chede None None None 2

Mr. Mandireddy Narasimha Reddy None None 2 None

Mr. Sureddy Venkat Reddy None None None 2

Mr. Harshana antharaji None None 1 None

*excludes directorship and membership in AJEL LIMITED, private companies, foreign companies andmembership in other committees.

d) No. of Board Meetings held and dates on which they were held during the year 2016-17

Quarter No. of Meetings Dates on which held

1st Quarter One 30.05.2016

2nd Quarter Four 26.07.201619.08.201631.08.201603.09.2017

3rd Quarter One 14.11.20164th Quarter One 14.02.2017

e) Disclosure of relationships between directors inter-se:

Directors of the company are not related to each other and are independent.

f) Number of shares and convertible instruments held by non-executive director

S.No Name of the Director No. of Shares No. of Convertible

Instruments

1. Mr. Anil Kumar Chede Nil Nil

2. Mr. Mandireddy Narasimha Reddy 1000 Nil

3. Mr. Venkat Reddy Sureddy Nil Nil

4. Mr. Harshana antharaji Nil Nil

Independent Directors Meeting

A meeting of the Independent Directors was held on 30th January, 2017 which was attended by the IndependentDirectors. The Independent Directors have evaluated the performance of the Non-Independent Directors, the Boardas a whole and the Chairman of the Board. The Board was briefed on the deliberations made at the IndependentDirectors Meeting.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations 2015, the Board has carriedout the annual performance evaluation of its own performance, the Directors individually as well as the evaluation ofthe working of its Audit, Nomination and Remuneration and other Committees. Structured questionnaires wereprepared after taking into consideration inputs received from the Directors, covering various aspects of the Board'sfunctioning such as adequacy of the composition of the Board and its Committees, Board culture, execution andperformance of specific duties, obligations and governance. A separate exercise was carried out to evaluate theperformance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as

g) Web link:

The details of familiarization programmes imparted to independent directors are disclosed at the websitehttp://www.ajel.in


level of participation in the meetings and contribution, independence of judgment, safeguarding the interest of theCompany and other stakeholders etc. The performance evaluation of the Independent Directors was carried out bythe entire Board. Further, the performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors.

3. AUDIT COMMITTEE

The Audit Committee was constituted in terms of Section 177 of the Companies Act, 2013 and as per theprovisions of Regulation 18 of SEBI (LODR) Reg.2015. The Audit Committee consists of a combination of NonExecutive Director and Non Executive Independent Directors and assists the Board in fulfilling its overallresponsibilities. The Company Secretary acts as the Secretary of the Committee.

i) Brief description of terms of reference

The terms of reference of the Audit Committee include the following:

a. Oversight of the Company's financial reporting process and the disclosure of its financial information toensure that the financial statement is correct, sufficient and credible;

b. Recommending the appointment, removal of external auditors, fixation of audit fee, terms of appointmentand also approval for payment for any other services.

c. Reviewing with the management, the annual financial statements and auditor's report thereon beforesubmission to the Board for approval, focusing primarily on:

• Matters required to be included in the director's responsibility statement to be included in theboard's report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

• Any changes in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Qualifications in the draft audit report;

• Significant adjustments made in the financial statements arising out of audit;

• The going concern assumption;

• Compliance with accounting standards;

• Compliance with listing and legal requirements concerning financial statements;

d. Reviewing, with the management and auditors, and the adequacy of internal control systems;

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

f. Reviewing, with the management, the quarterly financial statements and auditor's report before submissionto the Board for approval;

g. Reviewing, with the management, the statement of uses/application of funds raised through an issue, thestatement of funds utilized for purposes other than those stated in the offer document/prospectus/noticeand the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public orrights issue, and making appropriate recommendations to the board to take up steps in this matter;

h. Approval or any subsequent modification of transactions of the listed entity with related parties;

i. Scrutiny of inter-corporate loans and investments;

j. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

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

l. Discussion with statutory auditors before the audit commences, about the nature and scope of audit aswell as post-audit discussion to ascertain any area of concern;

m. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,shareholders (in case of non-payment of declared dividends) and creditors;

n. To review the functioning of the whistle blower mechanism;

o. Approval of the appointment of Chief Financial Officer after assessing the qualifications, experience andbackground, etc. of the candidate.


ii) Composition, name of members and Chairperson

The Audit Committee comprises of the following directors

Name of the Member Status Nature of Directorship

Mr. Mandireddy Narasimha Reddy Chairman Independent, Non-Executive

Mr. Anil Kumar Chede Member Independent, Non-Executive

Mr. Venkat Reddy Sureddy Member Independent, Non-Executive

Meetings and attendance during the year 2016- 2017

Name of the Member Meetings held during the year Meetings attended

Mr. Mandireddy Narasimha Reddy 04 04

Mr. Anil Kumar Chede 04 04

Mr. Venkat Reddy Sureddy 04 03

4. NOMINATION AND REMUNERATION COMMITTEE

i. Brief description of terms of reference

a. formulation of the criteria for determining qualifications, positive attributes and independence of adirector and recommend to the board of directors a policy relating to, the remuneration of thedirectors, key managerial personnel and other employees;

b. formulation of criteria for evaluation of performance of independent directors and the board of directors;

c. devising a policy on diversity of board of directors;

d. identifying persons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down, and recommend to the board of directorstheir appointment and removal;

e. whether to extend or continue the term of appointment of the independent director, on the basis ofthe report of performance evaluation of independent directors.

ii. Composition, name of members and Chairperson

The Nomination and Remuneration Committee comprises of the following directors

Name of the Director Status Nature of Directorship

Mr. Mandireddy Narasimha Reddy Chairman Independent, Non-Executive

Mr. Anil Kumar Chede Member Independent, Non-Executive

Mr. Venkat Reddy Sureddy Member Independent, Non-Executive

iii. Meetings and Attendance during the year 2016-17:

Name of the Member Meetings held during the year Meetings attended

Mr. Mandireddy Narasimha Reddy 01 01

Mr. Anil Kumar Chede 01 01

Mr. Venkat Reddy Sureddy 01 00

iv. Remuneration Policy

The Company's remuneration policy is driven by the success and performance of the individual employeeand the Company. Through its compensation programme, the Company endeavors to attract, retain, developand motivate a high performance workforce. The Company follows a compensation mix of fixed pay, benefitsand performance based variable pay. Individual performance pay is determined by business performanceand the performance of the individuals measured through the annual appraisal process.


v. Details of remuneration to the directors

Particulars

ExecutiveDirectors Non-executive

Independent Directors

SrinivasaReddyArikatla

Mr. Anil KumarChede

Mr. NarasimhaReddy

Mandireddy

Ms. VenkatReddy Sureddy

Mr. HarshanaAntharaji

Salary Nil Nil Nil Nil Nil

Commission Nil Nil Nil Nil Nil

PF Contribution Nil Nil Nil Nil Nil

Sitting fees Nil Nil Nil Nil Nil

Total Nil Nil Nil Nil Nil

The performance incentive/commission is determined based on certain pre-agreed performanceparameters.

Directors are not paid any sitting fees for any Board / Committee meetings attended by them.

5. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Company has a Stakeholders Relationship Committee (SRC) of Directors to look into the Redressal ofcomplaints of investors such as transfer or credit of shares, non receipt of dividend/notices/annual reports, etc.

i. i. Constitution and Composition of the Stakeholders' Relationship Committee*

Name of the Director Status Nature of Directorship

Mr. Harshana Antharaji Chairman Independent, Non-Executive

Mr. Srinivasa Reddy Arikatla Member Managing Director, Executive

Name, designation and address of the Compliance Officer:

Ramachandra PanchalSr. Executive/Compliance Officer106, Link Plaza Commercial Complex,New Link Road, Oshiwara, Jogeshwari (West),Mumbai - 400 102. MaharashtraPhone: +91 22 2639 3197Fax: +91 22 2634 9264

a. During the year the Company had not received any complaints from the investors.

Sl. No. Description Received Resolved Pending

1 Non receipt of Electronic Credits Nil Nil Nil2 Non receipt of Annual Reports Nil Nil Nil3 Non receipt of Dividend Warrants Nil Nil Nil4 Non receipt of Refund order Nil Nil Nil5 SEBI Nil Nil Nil6 Stock Exchanges Nil Nil Nil Total Nil Nil Nil

ii. The terms of reference of the Stakeholders Relationship Committee are as follows:

a. To consider and resolve the grievances of the security holders of the company including complaintsrelated to transfer of shares,non-receipt of annual report and non-receipt of declared dividends;

b. transfer/transmission of shares/debentures and such other securities as may be issued by the Companyfrom time to time;

c. issue of duplicate share certificates for shares/debentures and other securities reported lost, defacedor destroyed, as per the laid down procedure;

d. issue new certificates against subdivision of shares, renewal, split or consolidation of share certificates


/certificates relating to other securities;e. issue and allot right shares / bonus shares pursuant to a Rights Issue / Bonus Issue made by the

Company, subject to such approvals as may be required;f. to issue and allot debentures, bonds and other securities, subject to such approvals as may be

required;g. to approve and monitor dematerialization of shares / debentures / other securities and all matters

incidental orrelated thereto;h. to authorize the Company Secretary and Head Compliance / other Officers of the Share Department

to attend to matters relating to non-receipt of annual reports, notices, non-receipt of declared dividend/ interest, change ofaddress for correspondence etc. and to monitor action taken;

i. monitoring expeditious redressal of investors / stakeholders grievances;j. all other matters incidental or related to shares, debenture.

6. GENERAL BODY MEETINGS

i. Location and date / time for last three Annual General Meetings were:

Finan-

cial Year

Location of the

Meeting

Date and

Time

Number of

Special

Resolutions

passed

Details of

Special Resolu-

tions

2015-

2016

Ajel LimitedGarden Banquets, Junction Of J PRoad & Veera Desai Road,AndheriWest, Mumbai - 400058

Date:30th September,2016

Time:10:00 am

Nil Nil

2014-

2015

Ajel LimitedIMA Building, Lupin Hall, 2nd Floor,J.R. Mhatre Marg, Behind ChandanCinema, J.V.P.D.Scheme, Juhu,Mumbai, Maharashtra 400049.

Date: 30th September,2015

Time: 10.00 am

Nil Nil

2013-

2014

Ajel LimitedThe Classique Club, Behind InfinityMall, Link Road, Oshiwara, AndheriWest, Mumbai - 400053

Date: 30th September,2014

Time: 10.00 am

Nil Nil

ii) Extraordinary General Meeting / Postal ballot

During the F.Y 2016-17 the company did not have any extra ordinary General Meeting and No resolutionwas passed by Postal Ballot.

8. DISCLOSURES

(i) There are no significant related party transactions with the Company's Promoters, Directors, the Managementor relatives that may have potential conflict with the interest of the Company at large. Related party transactionshave been disclosed in Notes to the Annual Accounts. The Company has framed a Policy on Related PartyTransactions and the same is available on website of the Company at http://www.ajel.in.


(vii) Pecuniary transactions with Non-Executive Directors

There were no pecuniary transactions with any of the Non-Executive Directors of the Company.

(viii) As required under Schedule V E of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, Practicing Company Secretary's certificate regarding compliance of corporate governances given asan annexure to the Directors' Report.

(ix) As required under Schedule V D of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the declaration issued by the Chief Executive officer is provided in the Annual Report.

Compliance with Accounting Standards'

In the preparation of the financial statements, the Company has followed the Accounting Standards notifiedpursuant the relevant provision of the Companies Act, 2013 read with applicable Accounting Standards,issued by the Ministry of Corporate Affairs. The significant accounting policies which are consistently appliedhave been set out in the Notes to the Financial Statements.

Sr. No. In the accounts ofAmounts at the year end and the maximum amount of loans/

advances/ Investments outstanding during the year.

1 Holding Company Loans and Advances

Subsidiaries Associates Companies/firms inwhich directors are

interested

91,87,750 NA NA

Loans and Advances

Subsidiaries Associates Companies/firms inwhich directors are

interested

2 Subsidiary

NIL NIL NIL

The Company has complied with all the requirements of the Listing Agreement with the Stock Exchanges aswell as the regulations and guidelines of SEBI. No other penalty or strictures have been imposed on theCompany by the Stock Exchanges, SEBI or any other statutory authority, on any matter relating to thecapital markets, during the last three years.

(iii) The Company has established a Vigil mechanism to provide an avenue to raise concerns. The mechanismprovides for adequate safeguards against victimization of employees who avail of it and also for appointmentof an Ombudsperson who will deal with the complaints received. The policy also lays down the process tobe followed for dealing with complaints and in exceptional cases, also provides for direct appeal to theChairperson of the Audit Committee. During the year, no employee was denied access to Chairman of theAudit Committee.

(iv) The information on Directors seeking appointment/ re-appointment is provided in the notes to the notice ofthe Annual General Meeting under the heading "Directors seeking Appointment/Re-appointment at theensuing Annual General Meeting".

(v) The Company has complied with all the mandatory requirements of Compliance with Corporate Governancerequirements specified in Regulation 17-27 and clauses (b) to (i) of Sub- regulation(2) of Regulation 46 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 an

(vi) The shareholding of the Non -Executive Directors in the Company as on March 31, 2017 is as under:

S.No Name of the Director Shares held

1. Mr. Narasimha Reddy Mandireddy 1000

2. Mr. Venkat Reddy Sureddy Nil

3. Mr. Anil Kumar Chede Nil

4. Mr. Harshana Antharaji Nil


8. MEANS OF COMMUNICATION

(i) The Company does not send the quarterly results to each household of shareholders. The quarterly, halfyearly, and annual results are intimated to the stock exchanges.

(ii) The Company posts all the vital information relating to the Company and its performance / results includingthe press releases on its web site http://www.ajel.in for the benefit of the shareholders and public at large.

(iii) Quarterly financial results are published in leading newspapers, viz. The Free Press Journal in EnglishandNavashakti in vernacular language. The audited results for the financial year are approved by the Board andthen communicated to the members through the Annual Report and also published in the newspapers.

(iv) The presentations made to the investors are also uploaded on the website of the company.

(v) SEBI Complaints Redressal System (SCORES): SEBI has initiated SCORES for processing the investorcomplaints in a centralized web based redress system and online redressal of all the shareholders complaints.The company is in compliance with the SCORES and redressed the shareholders complaints well within thestipulated time.

(vi) The Management Discussion and Analysis Report is attached and forms part of the Annual Report

(vii) Reconciliation of share capital Audit (Formerly Secretarial Audit Report): A qualified practicing companysecretary carried out Secretarial Audit to reconcile the total admitted capital with National Securities DepositoryLimited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listedcapital. The Reconciliation of share capital Audit (Formerly Secretarial Audit Report) confirm that the totalissued / Paid-up capital is in agreement with the total number of shares in physical form and the totalnumber of Dematerialized shares held with NSDL and CDSL.

(viii) As per the vigil mechanism applicable to the company, there is an ombudsman who is responsible for itsimplementation.

(ix) A Dash board containing the risks identified if any, will be placed to the audit committee and measurestaken by the management will be discussed to mitigate.

9. MEASURES FOR PREVENTION OF INSIDER TRADING

In compliance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2016,the company framed a Code of Conduct for Prevention of Insider Trading and Code of Practices & Proceduresfor Fair Disclosure of Unpublished Price Sensitive Information for its directors and designated employees. Thecode lays down guidelines, which mandates the directors and designated employees on the procedures to befollowed and disclosures to be made while dealing with the shares of the company and also appraises theconsequences for the violations. A detail of the code for prevention of insider trading is available at the company'swebsite viz http://www.ajel.in.


10. GENERAL SHAREHOLDER' INFORMATION:

i. Date, Time & Venue of AGM

29thSeptember, 2017, 10.00 AM, Garden Banquets, Junction Of J P Road & Veera Desai Road, Andheri West, Mumbai – 400058.

ii. Financial Year 2016-17

iii. Listing on Stock Exchanges

Bombay Stock Exchange Ltd Listing fees for the year have been paid to the Stock Exchange.

iv. Stock Code/Symbol BSE- 530713

v. Annual Listing fees to Stock Exchanges (NSE/BSE)

Listing Fees as applicable have been paid.

vi. Dividend payment date Not Applicable vii. Registrar and Transfer

Agents M/s Adroit Corporate Services (RTA), 17-20, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059, India Tel: +91 (0) 22 42270400 Fax: +91 (0)22 28503748 www.adroitcorporate.com

viii. Share Transfer System All the transfers received are processed and approved by the Stakeholder Relationship Committee at its meetings or by circular resolutions. The Share Transfer Committee approves the transfer of shares in the physical form and the share transfers are registered and returned within the stipulated time, if the documents are clear in all respects

ix. Distribution of Shareholding

As per attached Annexure I

x. Dematerialisation of shares and Liquidity

As on 31st March, 2017, 97,80,585 shares representing 83.95% of shareholding have been dematerialised. The balance 18,69,415 equity shares representing 16.05% were in physical form. The Company’s shares are compulsorily traded in dematerialized form and are regularly traded on BSE. The ISIN Number allotted for the Equity shares is INE229B01015

xi. Outstanding GDRs/ ADRs/ Warrants or any ConvertibleInstruments, conversion date and likely impact on equity

As on March 31, 2017, there were no outstanding GDRs/ ADRs/ Warrants or any Convertible Instruments of the Company.

xii. Commodity price risk or foreign exchange risk and hedging activities;

Not Applicable

xiii. Plant locations/offices; The company operates from : 106, Link Plaza Commercial Complex, New Link Road, Oshiwara, Jogeshwari (West), Mumbai - 400 102, Maharashtra. Phone : +91 22 2639 3197 Fax : +91 22 2634 9264


Annexure i

Distribution of Shareholding as on March 31, 2017:

Sno Category No. of Shareholders % of Shareholders Total Shares Amount % of Amount

1 UPTO - 500 1542 68.32 329370 3293700 2.832 501 - 1000 293 12.98 239358 2393580 2.053 1001- 2000 160 7.09 248216 2482160 2.134 2001- 3000 77 3.41 202335 2023350 1.745 3001 - 4000 32 1.42 116067 1160670 1.006 4001 - 5000 40 1.77 191065 1910650 1.647 5001- 10000 45 1.99 336437 3364370 2.898 10001 &Above 68 3.01 9987152 99871520 85.73

Total: 2257 100.00 111650000 116500000 100.00

1. SHAREHOLDING PATTERN AS ON 31st MARCH, 2017:

Category No. of shares held Percentage of shareholding

Promoters 57,20,755 49.11

Promoters Body Corporate --- ---

Mutual funds / UTI --- ---

Financial Institutions /Banks --- ---

Foreign Institutional Investors --- ---

Venture Capital Funds --- ---

Bodies Corporate 2,39,270 2.05

Foreign Bodies Corporate --- ---

Retail individuals/NRIs/Trusts /others 56,89,975 48.84

Total 1,16,50,000 100

i. Registered Office/ address for correspondence

Investor correspondence may be addressed to:

M/s Adroit Corporate Services (RTA), 17-20, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059, India

For Correspondence to The Company AJEL LIMITED 106, Link Plaza Commercial Complex, New Link Road, Oshiwara, Jogeshwari (West), Mumbai - 400 102. Maharashtra Phone : +91 22 2639 3197 Fax : +91 22 2634 9264

xv. Market Price Data High,Low during each month on BSE.

Month High Low Close BSE

April 4.35 3.80 3.90 May 5.38 4.09 5.20 June 5.42 4.55 4.74 July 4.75 3.57 3.57 August 3.92 3.74 3.92 September 4.41 3.72 4.41 October 4.86 4.39 4.60 November 5.26 3.80 4.38 December 5.69 4.59 5.13 January 5.38 3.99 3.99 February 3.99 3.65 3.78 March 4.72 3.78 4.72


2. COMPLIANCE WITH REGULATION MANDATORY REQUIREMENTS

The Company complied with all the applicable mandatory requirements of the listing agreement and is alsosubmitting a quarterly compliance report duly certified by compliance officer of the company to the stockexchanges within the time frame prescribed under regulations..At present, other non-mandatory requirementshave not been adopted by the Company.

Green Initiative for Paperless Communications:

The Ministry of Corporate Affairs ("MCA") has taken a "Green Initiative in Corporate Governance" by allowingpaperless compliances by Companies through electronic mode. In accordance with the recent circular bearingno.17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 issued by the Ministry of Corporate Affairs,Companies can now send various notices/documents to their shareholders through electronic mode to theregistered e-mail addresses of the shareholders. This is a golden opportunity for every shareholder of the Companyto contribute to the Corporate Social Responsibility initiative of the Company.

This move by the Ministry is a welcome move, since it will benefit the society at large through reduction in paperconsumption and contribution towards a greener environment. Additionally, it will avoid loss in postal transit,save time, energy and costs.

Pursuant to the said circular, the company has forwarded e-mail communication to all share holders whoseemail id were registered in the Depository records that the company intends to use the said e-mail id to sendvarious Notices/ Correspondences etc .

By Understanding the underlying theme of the above circulars, to support this green initiative of the Governmentin full measure, the company is sending the documents like notice convening general meetings, financial statements,directors reports, auditor's report etc to the email address registered with the depositories by the share holdersholding shares in electronic form and for shareholders holding shares in physical form, the physical copy to theaddress registered with the Registrar and Share transfer Agents of the Company.

In this regard, we request share holders who have not registered their email addresses, so far to register theiremail addresses, in respect of electronic holding with depository through their concerned depository participantsand Members who hold shares in physical form are requested to send the required details to the Registrar andShare Transfer Agent, M/s Adroit Corporate Services (RTA), 17-20, Jafferbhoy Ind. Estate,1st Floor, MakwanaRoad,Marol Naka, Andheri (E), Mumbai 400059, India.

Depository Services:

For guidance on depository services, Shareholders may write to the Company or to the respective Depositories:\

National Securities Depository Ltd Central Depository Services (India) Ltd

Trade World, 4th Floor Phiroze Jeejeebhoy Towers,Kamala Mills Compound, 17th Floor, Dalal Street,Senapati Bapat Marg, Lower Parel, Mumbai - 400023Mumbai-400013 Tel: 091-022-22723333Tel: 091-022-24994200 Fax: 091-022-22723199Fax: 091-022-24972993/24976351 Email: [email protected]: [email protected]

Sd/-

Place: Mumbai Srinivas Reddy Arikatla



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The financial statements have been prepared in compliance with the requirements of the Companies Act, 2013 andGenerally Accepted Accounting Principles (GAAP) in India. Management of Ajel Limited (the "Company") acceptsresponsibility for the integrity and objectivity of these financial statements, as well as for the various estimates andjudgments used in the preparation of the financial statements. These estimates and judgment have been made on areasonable and prudent basis, so that the financial statements reflect the form and substance of transactions in trueand fair manner, and showcase the state of affairs of the Company.

Results discussed herein include consolidated results for the Company, including its wholly owned Indian subsidiaryand it's US subsidiary and US Branch office.

1. INDUSTRY OVERVIEW

Changing economic and business conditions, evolving consumer preferences, rapid technological innovationand adoption and globalization are creating an increasingly competitive market environment that is drivingcorporations to transform the manner in which they operate. Companies in this environment are now focusingeven more on their core business objectives such as revenue growth, profitability and asset efficiency.

Technology has evolved from merely driving cost efficiency. It is now also driving tangible business value. Theability to define, design, develop, implement and maintain advanced technology platforms and business solutionsto address business needs has become a competitive advantage and a priority for corporations worldwide.

As a result, there is an increasing need for highly-skilled professionals in the market to help corporations transformtheir business, optimize operations and drive innovation by leveraging technology. At the same time, enterprisesare reluctant to expand their internal IT departments and increase costs. These factors have led to the increasedreliance of corporations on their outsourcing providers and are expected to continue to drive future growth foroutsourced technology services.

Increasing trend towards offshore technology services

Corporations are increasingly turning to offshore service providers to meet their need for higher quality and cost-competitive technology solutions. As a result, offshore service providers have become critical to the operationsof many enterprises and these service providers continue to grow in recognition and sophistication. In view ofthis, the addressable market for offshore technology services has expanded.

1.1 Business Overview

Ajel is a leading provider of next-generation Cloud Computing, Infrastructure management, networking andenterprise IT solutions. The Company delivers its services primarily to customers in the USA and India, itcontinues to focus on delivering its development and support projects on an offshore basis. As the bulk ofits services are currently delivered in other countries, the Company remains subject to the effect of changesin the relative values of the respective country currencies.

Company's success stems from its strong technology and business partnerships with industry leaders likeCISCO, Citrix, CA, Informatica, Kalido, IBM, Oracle and MICROSOFT. Company works strategically with itspartners to deliver mission critical solutions for leading businesses and government establishments acrossthe globe.

The Company has also invested its capital in Datacenter in Edison, NJ USA. The Company realizes incomefrom infrastructure management services.

1.2 Company Operations

Ajel is a global information technology firm providing professional consulting services in the following practiceareas:

• Enterprise Solutions - ERP applications implementation, Upgrade and Post Implementation SupportServices and also SAP GIS integration services.

• Business Intelligence and Analytics:Ajel is the partner-of-choice for CDOs (Cheif Data Officer) in thedata2digitalTM journey to transform information systems from management decision-support systemsto analytical engines powering the Digital Enterprise. Our offerings help an enterprise strengthen itsdata management, and deliver timely & impactful business analytics by effectively leveraging disruptivetechnologies. Our differentiated offerings encompass a comprehensive range of services backed byindustry-focused analytics solutions and best-in-class technology platforms.

• Application Development and Management- including Microsoft, Java, Oracle and Open SourceTechnologies Application Development, Integration and Maintenance.


• Professional Services: More than ever before, businesses need trained, ready-to-go IT consultantsand project managers to meet their immediate business objectives. Success depends on having theright people, the right team on hand to get the job done. When it comes to locating and recruitingtop talent in the information technology sector, there's no better partner than Ajel. We provide highlyskilled individuals to implement virtually any IT project.

• Network Services - based on Cisco Systems technologies. Planning and design services, publicsafety solutions, data center support and Cisco support services.

• Infrastructure Management Services: Complexity in managing the IT infrastructure, surging maintenancecosts and the lack of proper resources to manage the infrastructure across various departments aremajor challenges faced by organizations today. Ajel is helping organizations to address informationchallenges cost-effectively applying industry best practices and solution frameworks.

Operations of the Company are completely integrated with its subsidiaries. The Company performs deliverymanagement including offshore development and support, finance and administrative functions for theconsolidated group. Ajel Technologies, Inc. (USA) is the wholly owned US subsidiary of the Company andAjel Limited US branch office formed in July 2011. This Subsidiary and Branch office focuses on customerfacing and business development activities including pre-sales, marketing, sales and onsite project/programmanagement activities and also focus is to sell both on-site and offshore Information Technology services inthe practice areas mentioned above.

The Company's consolidated customer base can be classified into two groups:

1.2.1 Commercial Sector

This group includes all commercial organizations in the US and elsewhere. The Company targets theSME (small and medium sized businesses up to $1B) market sector as well as Enterprise (Global)corporations. We believe this market holds significant potential for Company growth, largely drivingoffshore business for the company. This marketplace represents approximately 60% of the company'sbusiness.

1.2.2 Public Sector and Utility Companies

This includes national, state and local governments, non-profit entities and utility companies, primarilyin the US. The Company has several large public sector and utility customers that compriseapproximately 40% of the Company's business. Although these services typically are not delivered inan offshore format, there is a significant market due to our experience and depth of expertise in areasuseful to public sector and utility clients. Current market focus is to additionally deliver services in thissegment in the domestic market as well as the Middle East.

2. BRAND BUILDING

The Company undertook marketing initiatives to promote the Ajel brand, and the brand promise of 'The Differenceis Depth' to its clients. The Company participated in leading industry and business events around the world,reaffirming its commitment to delivering a complete brand and organizational experience. Apart from regularchannels, Ajel continues to invest in building the brand in the digital space using premium business and technologysolutions.

Ajel continued to articulate the brand promise internally, using various channels and internal marketing assetsand leveraged them to activate the brand amongst employees as well as other important stake holders.

The company has been exploring new areas which have the potential growth to Company's business and recentlyhas come up with an application catering to various Local Governments.

2.1 Technology and Innovation

Ajel continues to invest in futuristic areas related to Cloud Computing, Networking, and Enterprise IT Solutionsto make a difference to its customers and society. The Company continuously strives to improve quality andefficiency of current offerings to customers and enable them prepare for future challenges.

2.2 Intellectual Property (IP)

Company continues to build an effective portfolio of Intellectual Property for future monetization, collaborationand risk mitigation. In fiscal 2016-17 company continued to focus on building and managing of IPs. Companyemphasizes to its employees for collaborative mining of Intellectual Property. IPs gives multiple advantageslike cost and time saving, technical edge, risk mitigation etc.

The Company continuously engages in customer focused innovation and launches new offerings that use


technology to address its clients' business problems.

2.3 Products of the Company

DEM: Dynamic Enterprise Management (DEM) is a Professional Services business management solutionthat provides growing and midsize organizations with complete and scalable financial and operationalfunctionality, such as advanced Consultant Resource Management, robust business intelligence, rich reporting,Payroll, Human Resource Management System, Financials and Sales Force Automation. DEM is accessedirrespective of any geographical or language limitations. DEM gives total control of consulting process fromsourcing of the consultant to payroll generation to HRMS.

DEM is a bespoke ERP designed as a complete end to end recruitment system. DEM offers the stability yourequire, so you know your solution will support your business-critical needs, today and in the future. Thisrationalized, comprehensive solution automates key processes and connects Information across yourbusiness, empowering you and your employees to focus on core business initiatives, respond swiftly andmake better strategic decisions.

3. OPPORTUNITIES AND THREATS

Opportunities:

Information Technology support services remains an increasingly competitive business environment. With thechange in emerging technology areas, companies have become dependent on technology not only for day-to-day operations, but also for the use of technology as a strategic tool to enable them to re-engineer businessprocesses, restructure operations, ensure regulatory compliances, etc. As systems continually become morecomplex, companies increasingly turn to external IT services provider to develop & implement new technologies& integrate them with existing applications in which companies have made considerable prior investments.Additionally, many companies continue to explore methods to reduce their cost of IT operations. This providesan opportunity for providers to support and integrate company IT systems on an ongoing basis. The Indian ITIndustry becomes a powerful tool used by companies to reduce their costs.

Ajel has Alliance partnerships with several leading technology companies in its practice areas including CISCO,Citrix, CA, Informatica, Kalido, IBM, Oracle and MICROSOFT. The company is well poised to take advantage ofthe new advanced technologies provided by these alliance partners. These technology alliance partners expectto see major technology opportunities for their customers in the United States.

Ajel continues to focus as a priority on obtaining and providing offshore sourced services for its customers. Anyincrease in offshore related services should have the effect of increased company margins and profitability andincreased longevity of business contracts. The company intends to continue to grow its share in existing clients.This has the supplemental effect of reducing the cost of overhead and delivery cost.

Threats:

The economic uncertainty of the current worldwide markets makes the future less predictable than in the pastdue to the current demand environment. Worldwide IT spending growth has significantly reduced with budgetcutbacks on IT spending by customers, buyers in "wait and watch" mode, government units significantly cuttingbudgets to match expected revenue shortfalls and delayed decision making. Reduction in new client additions,absence of large deals, vendor consolidation, downsizing for greater efficiencies and cost savings as well aspricing pressures - in both onsite and offshore realization put greater pressures on revenues and margins in thelast fiscal year and are expected to track lower for some time.

The US market is under increasing pressure from general economic conditions as growth diminishes. US spendingon off-shoring services have slowed in the face of these market conditions as well as the adoption of protectionistmeasures by policy makers. Ajel is also subject to the threats of competing against much larger International ITservice providers, the large global Indian IT service providers and more entrenched US and Global Systemintegrators, many of which also provide services to established markets on an offshore basis. The good news isthat, global sourcing is expected to increase as focus on cost and `value' increases with buyers "stretching thedollar" to include greater value delivery.

As with other Indian IT Services companies, other general threats to the business continue to include competitionamong Information and Technology units in India for talented people, which has resulted in rising employeecompensation packages and shrinking margins available to IT Companies. We are also seeing a potentialbacklash in the US from the increasing loss of employment due to outsourced services overseas, resulting in animpact on the country's immigration enforcement procedures.

4. OUTLOOK and RISKS


The Company is expected that its strengthened relationships and alliances with partners such as CISCO, Citrix,CA, Informatica, Kalido, IBM, Oracle and MICROSOFT will continue to lead to business and revenue growth andincreasing profitability with a continued focus on offshore revenue as and when the global market improves. TheCompany continues its focus aligning its sales and delivery structure to an Indian Model.

The Company has not kept up with industry growth trends, primarily due to decreased spending in the US publicsector and a corresponding decrease in activity at several of our large clients. Additionally, the absorption ofnew customers in the targeted small/medium client base has not grown as expected. US market conditionscontinue to soften making it harder to locate new development opportunities. The Company intends to continueto grow its offshore business while exploring new opportunities domestically and in adjacent markets, includingnew ventures in the Middle East and India domestically. New opportunities will focus on leveraging our US publicsector expertise and delivering our market solutions and products to these markets. Companies continue tolook for specialized expertise and cost saving methods, both of which are provided by the Company.

The Company's US subsidiary generated a loss after tax for the period. The Company has been impacted by theworldwide slowdown in discretionary IT spending which has impacted several of our targeted sectors. Due to thisslowdown, our clients and many other companies are deferring the implementations of new systems and otherdiscretionary spending. The new paradigm has become one of "reducing the total cost of ownership includingthe ongoing maintenance and support of IT systems". The Company has focused its efforts on driving costeffective support offerings resulting in improved offshore revenue while realizing a detriment to onsite business.This coupled with reduced spending in the public sector and increased pressure by the government to reducethe number of foreign IT workers has negatively impacted growth in the United States. These actions do notforecast a quick turnaround in the US market. The company continues to take all reasonable steps to reduce andoptimize costs to improve profitability. Focus remains on expanding the benefits from our alliance partners andcreating offshore opportunities where relationships are of a long term nature and recurring services can beprovided at a lower cost.

Some of the key strategic risks the company faces, their impact and corresponding risk mitigation actionsundertaken by the company are discussed in the table:

Key Risks Impact on Ajel Mitigation

Lack of diversification The Company's potential for growthis driven by one market segment,namely IT services, with a focus onseveral technology areas.

Company management has purposely re-mained focused in the near term as op-posed to spreading its manpower too thinto achieve its goals. The company is alsotaking measures to change the perspec-tive from the pure services providers com-pany to market "Product" and "IP"

Excessive dependence onone geographic segment

A large percentage of company'srevenue comes from USAheavydependence on this one geographicsegment could lead to volatilitybecause of the economic andpolitical situation there.

The Company has successfully penetratedinto the local Indian market apart from thesetting operations in Middle East.

Legal and Statutory Risks The company's internationaloperations are subject to local legaland statutory risks includingcompliance with local laws andregulations, one of which iscompliance with immigration lawsand regulations, which may changefrom time-to-time. Other risks includecontractual risks when deliveringcomplex technology solutions.

As of the date of this report, the companyis not aware of any noncompliance withlocal laws or regulations that would have amaterial impact on the financial statements.


Key Risks Impact on Ajel Mitigation

Risk of attracting and retain-ing of IT Professionals in ahighly competitive environ-ment

In the IT services industry, people arethe most valuable assets. Attrition ofthe key technical talent is one of themajor risks.

The company reviews its compensationpolicies regularly to determine that com-pensation is competitive with the marketconditions. The company also determinesthat there is a defined career path for allemployees and the work environment pro-vided to all employees is of very high stan-dard.

Currency Risk The changes in currency rate betweenIndian Rupees and US dollars havebeen a major cause of concern. Thefluctuation of rates coupled with theshocks emerging from various partsof the world relating to the economicmeltdown has increased the currencyrisk.

The company has tried to protect itselfthrough various measures using availablefinancial instruments from time to time.

5. INTERNAL CONTROL SYSTEM & THEIR ADEQUACY

The company strictly adheres to the internal control systems proven to be effective over the years. The internalaudit team carries out extensive audit on all operations at regular intervals. The company implements the policiesand procedures so as to safeguard the assets and interests of the company.

The internal control systems are implemented with a view to achieve good ethical culture within the organization.The internal control systems would ensure that any vulnerability in the achievement of company's objectivescaused by risk factors whether internal or external, existing or emerging, is detected and reported in a timelymanner and is meted out with appropriate corrective action. Strong internal controls minimize the risk of fraudsby introducing effective checks and balances into the financial system.

6. FINANCIAL CONDITION

Your company had consolidated revenues of Rs.15.12 crores and Rs.0.78 crores net loss in the current year. Weexpect to achieve significant growth in revenue and net income in the coming year.

The financial health of your company indicates adequate and sustainable financial resources to meet with theneeds of its business. The Company and/or its wholly owned subsidiary have:

• Generated cash from its business

• Gained more productivity from its assets and properties

• Maintained its current dividend level

The Company believes it has adequate and dependable resources to meet its liquidity needs, including theability to raise short term debt, and manage the ongoing mismatched cash flows inherent in a consulting business.

7. HUMAN RESOURCES

The Company not only provides a safe & healthy working environment to all its employees but also emphasizesto create an environment where performance is rewarded, individuals are respected and employees getopportunities to realize their potential. Our focus is to develop individual and team competencies and capabilitiesfor driving operational excellence and building a high performance organization. Hence our Talent Managementprogram is focused on Talent Acquisition, Development and Retention. The Company regularly reviews theperformance of its employees and provides them job enrichment opportunities. The Company has been successfulin building a performance driven culture through a systematic performance appraisal process influencing totalcompensation.

Ajel Management and Leadership Program

The Company holds regular programs to develop team spirit and to motivate its employees to perform better.The company has launched a Ajel Management Leadership (AML) Program. The objective of the AML program


is to select, recruit and groom young leaders and next generation managers of Ajel. The program will:

• Provide AML managers opportunities for professional growth within Ajel.

• Groom, develop and build AML alumni as key managers and leaders of the Company.

• Tap their energy and vast potential to support growth of Ajel as an organization.

• Take Leadership roles in Ajel's core IT business units, Financial, Real Estate and human Capital management

Need for Multidisciplinary Education and Experience

Ajel believes in a multi-disciplinary education as a robust base for general management and leadership. All reallife problems and opportunities require multi-disciplinary education and management skills. Our managementexperience over the years has proved that leaders need to be experienced in at least two or three distinctdisciplines (examples such as Management and Accounting; Law and Finance; Engineering and Management;Finance and HR).

8. CAUTIONARY STATEMENT

Statements in this Management Discussion & Analysis Report describing the Company's objectives, projections,estimates, expectations or projections may be 'forward looking statements'. Actual results could differ materiallyfrom those expressed or implied. Important factors that could make a difference to the Company's operationsinclude economic developments, particularly in the USA, & improvements in the state of Information TechnologyServices markets, changes in the Government regulations in India & USA, tax laws & other incidental factors.


CERTIFICATE ON CORPORATE GOVERNANCE

To the Members ofAJEL LIMITED

106, 2nd Floor, Mhadashopping Complex,New Link Rd, Jogeshwari,Mumbai, Maharashtra - 400102

I have examined the compliance of conditions of Corporate Governance by AJEL LIMITED ("the Company") for theyear ended March 31, 2017, as stipulated in Regulation 17- 27 and clause (b) to (i) of Sub-regulation (2) of regulation46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. My examinationwas limited to review the procedures and implementation thereof, adopted by the Company, for ensuring the com-pliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financialstatements of the Company.

In my opinion and to the best of our information and according to the explanations given to me,I certify that theCompany has complied with the conditions of Corporate Governance as stipulated in the above mentioned SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 and in compliance with ListingAgreement.However, the Company is yet to appoint a a qualified company secretary as the compliance officer of theCompany.

I further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiencyor effectiveness with which the management has conducted the affairs of the Company.

for AGR Reddy & Co.

Company Secretaries

Sd/-Manoj Kumar Koyalkar

Membership Number: 19445Certificate of Practice Number: 10004

Hyderabad, 04.09.2017


Annexure -V

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED March 31, 2016[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the

Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,The Members,Ajel Limited,106, 2nd Floor, Link Plaza Commercial Complex,New Link Rd, Oshiwara, Jogeshwari (W),Mumbai-400102, Maharashtra

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence togood corporate practices by AJEL LIMITED (hereinafter called the "Company"). Secretarial Audit was conducted ina manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances andexpressing my opinion thereon.

Based on my verification of the Company's books, papers, minute books, forms and returns filed and other recordsmaintained by the Company and also the information provided by the Company, its officers, agents and authorizedrepresentatives during the conduct of Secretarial Audit, I hereby report that in my opinion, the Company has duringthe audit period covering the Financial Year beginning from April 1, 2016 and ended on March 31, 2017, compliedwith the statutory provisions listed hereunder and also that the Company has proper Board-processes and compli-ance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by theCompany for the financial year ended on March 31, 2017 according to the provisions of:

(1) The Companies Act, 2013 (the "Act") and the rules made there under and other applicable provisions of theCompanies Act, 1956 which are still in force;

(2) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under;

(3) The Depositories Act, 1996 and the Regulations and Bye-laws framed under that Act.

(4) Foreign Exchange Management Act, 1999 and the rules and regulations made there under.

Not Applicable to the Company during the audit period

(5) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009;

(d) The Securities and Exchange Board of India (Share Based Employee Benefits Regulations), 2014;


(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

Not applicable to the Company during the audit period

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;

(f) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and


(g) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;



(h) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015;


(6) Other laws applicable to the Company as per the representations made by the Management.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by the Institute of Company Secretaries of India

During the year under review, theCompany was in Compliance with provisions under Secretarial Standard-1and Secretarial Standard-2.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations,Guidelines, etc. mentioned above subject to the following observations:

(i) The Company has not filed copy of its financial statements in Form No. AOC-4 as per Section 137 ofthe Act and Annual Return in Form No. MGT-7, as per Section 92 of the Act for the financial year 2014-2015 and 2015-2016.

(ii) The company has not appointed Company Secretary in whole time employment pursuant to theprovision of Section 203 of the Act;

(iii) During the period under review there was delay in filing Forms with MCA.

I further report that:

• The Board of Directors of the Company is duly constituted. The Company has one executive director and fourIndependent Directors.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agendawere sent at least seven days in advance, and a system exists for seeking and obtaining further information andclarifications on the agenda items before the meeting and for meaningful participation at the meeting.

• Majority decisions are carried out unanimously and are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the company commensurate with the size andoperations of the company to monitor and ensure compliance with applicable laws, rules, regulations andguidelines.

for AGR Reddy & Co.

Company Secretaries



Hyderabad04th September, 2017

Note: This report is to be read with our letter of even date which is annexed as 'Annexure A' and forms an integral partof this report;


'ANNEXURE A'

To,The Members,Ajel Limited,106, 2nd Floor, Link Plaza Commercial Complex,New Link Rd, Oshiwara, Jogeshwari (W),Mumbai-400102, Maharashtra

I report of even date is to be read along with this letter.

1. Maintenance of secretarial record is the responsibility of the management of the Company. My responsibility isto express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial Records. The verification was done on test basis to ensure thatcorrect facts are reflected in secretarial records. I believe that the processes and practices, I followed provide areasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of Financial Records and Books of Accounts of theCompany.

4. Wherever required, I have obtained the Management Representation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable Laws, Rules, Regulations, Standards is theresponsibility of the Management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the Company.

for AGR Reddy & Co.

Company Secretaries



Hyderabad04th September, 2017.


Annexure VI

EXTRACT OF ANNUAL RETURN

As on financial year ended on 31st March 2017

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

I. REGISTRATION AND OTHER DETAILS:

CIN : L67120MH1994PLC076637

Registration Date : 17/02/1994

Name of the Company : AJEL LIMITED

Category / Sub-Category of the Company

: Company Limited By Shares/ Indian Non-Government Company

Address of the Registered office and contact details

: 106, 2ND Floor, Mhada shopping Complex, New Link Rd, Jogeshwari, Mumbai, Maharashtra - 400102.

Whether listed company : Yes

Name, Address and Contact details of Registrar and Transfer Agent, if any:

: Adroit Corporate Services Pvt.Ltd. 17-20, Jafferbhoy Ind. Estate, 1st Floor, Makwana Road, Marol Naka, Andheri (E), Mumbai 400059, India Tel: +91 (0) 22 42270400 Fax: +91 (0)22 28503748

www.adroitcorporate.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sl. No.

Name and Description of main products/ services

NIC Code of the Product/ service

% to total turnover of the company

1 IT Consulting and Software Development 6201, 6202, 6209 100%

2. Securites RTA Business 6612 0%

3. NBFC (Non-Banking Financial Company) Business

6411, 6419, 6420 0%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Sr. No.

Name and address of the Company

CIN / GLN Holding / subsidiary / associate

% of shares

held

Applicable section

1 Ajel Technologies india Private Limited

U72200TG2003PTC041332 Subsidiary 100 2(87)


IV SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Category-wise Share Holding:


ii. SHAREHOLDING OF PROMOTERS:

iii. CHANGE IN PROMOTERS' SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NO CHANGE):

Sl.No.

Name of the ShareholderShareholding at the beginning

of the yearCumulative Shareholding

during the year

No. of shares % of totalshares of the

Company


Company

1. At the beginning of the year 57,17,700 49.08 57,17,700 49.08

Date wise Increase / Decrease 3055 shares 0.03 3055 shares 0.03in Promoters Shareholding bought during bought duringduring the year specifying the year under the year underthe reasons for increase / review. review.decrease (e.g. allotment /transfer / bonus/ sweatequity etc.):At the End of the year 57,17,700 49.08 57,17,700 49.08

iv) Shareholding Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

Sl.No.

For Each of the Top 10Shareholders

Shareholding at the beginningof the year

Cumulative Shareholdingduring the year

No. of shares% of total

shares of theCompany


Company

1. Shridhar Reddy

At the beginning of the year 9,00,000 7.73 9,00,000 7.73

Date wise Increase / Decrease Purchase ofin Promoters Shareholding 2098 sharesduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer /bonus/ sweat equity etc.):.

At the end of the year(or on the date of separation,if separated during the year) 902098 7.74 902098 7.74

S. No.

Shareholder’s Name

Shareholding at the beginning of the year

Share holding at the end of the Year

No. of Shares

% of total Shares of

the Company

% of Shares

Pledged/ encumbere

d to total shares

No. of Shares

% of total Shares of

the Company

% of Shares

Pledged / encumbere

d to total shares

% change in share holding during

the year 1 Srinivasa Reddy

Arikatla 41,44,200 35.57 Nil 41,47,255 35.60 Nil 0.03

2 Malathy Bhimavarapu 1,44,000 1.24 Nil

1,44,000 1.24 Nil 0

3 Surender Reddy Bhimavarapu

10,19,500 8.75 Nil 10,19,500 8.75 Nil 0

4 Arikatla Madhavi 4,10,000 3.52 Nil 4,10,000 3.52 Nil 0 TOTAL 57,17,700 49.08 Nil 57,20,755 49.11 Nil 0.03


Sl.No.





Company


Company

2. Vasantha MadasuAt the beginning of the year 6,00,000 5.15 6,00,000 5.15

Date wise Increase / Decrease None None None Nonein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer /bonus/ sweat equity etc.):.

At the end of the year(or on the date of separation,if separated during the year) 6,00,000 5.15 6,00,000 5.15

3. Kaipa Vasudeva Rao

At the beginning of the year 3,05,454 2.62 3,05,454 2.62Date wise Increase / Decrease Purchase ofin Promoters Shareholding 1893 sharesduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer /bonus/ sweat equity etc.):.

At the end of the year(or on the date of separation,if separated during the year) 307347 2.64 3,05,454 2.64

4. Shilpa V ChokshiAt the beginning of the year 1,87,706 1.611 1,87,706 1.611



5. Mona Sudhir ShahAt the beginning of the year 143300 1.23 143300 1.23

Date wise Increase / Decrease None None None Nonein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer /bonus/ sweat equity etc.):.At the end of the year(or on the date of separation,if separated during the year) 143300 1.23 143300 1.23

6. Karthik Gopalan

At the beginning of the year 139350 1.20 139350 1.20Date wise Increase / Decrease None None None Nonein Promoters Shareholdingduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer /bonus/ sweat equity etc.):


Sl.No.





Company


Company

7. Maddigapu Venkata Ramireddy




8. Tilottama Holdings Pvt. Ltd.




9. G Karuna

At the beginning of the year 83,185 0.714 83,185 0.714


At the end of the year(or on the date of separation,if separated during the year) 83,185 0.714 83,185 0.714


10. Vijay S Chokshi

At the beginning of the year 360123 3.09 360123 3.09




v) Shareholding of Directors and Key Managerial Personnel:

Sl.No.





Company


Company

1. Mr. Srinivasa Reddy ArikatlaAt the beginning of the year 41,44,200 35.57% 41,44,200 35.57%

Date wise Increase / Decrease Purchase ofin Promoters Shareholding 3055 sharesduring the year specifying thereasons for increase /decrease(e.g. allotment / transfer /bonus/ sweat equity etc.):.

At the end of the year 41,47,255 35.60% 41,47,255 35.60%

IV. INDEBTEDNESS --Indebtedness of the Company including interest outstanding/accrued but not due for payment.

Secured Loans

excluding deposits

Unsecured Loans Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year

i) Principal Amount -- 2,25,87,044 -- 2,25,87,044 ii) Interest due but not paid -- -- -- --

iii) Interest accrued but not due -- -- -- --

Total (i+ii+iii) -- 2,25,87,044 -- 2,25,87,044

Change in Indebtedness during the financial year

* Addition -- 13,88,533 -- 13,88,533 * Reduction -- -- -- -- Net Change -- 13,88,533 -- 13,88,533

Indebtedness at the end of the financial year

i) Principal Amount -- 2,39,75,577 -- 2,39,75,577

ii) Interest due but not paid -- -- -- --

iii) Interest accrued but not due -- -- -- -- Total (i+ii+iii) -- 2,39,75,577 -- 2,39,75,577 V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

SN.

Particulars of Remuneration

Total Amount

1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 -- -- --

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

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

-- -- --

2 Stock Option -- -- -- 3 Sweat Equity -- -- -- 4 Commission

- as % of profit - others, specify

-- -- --

5 Others, please specify

-- -- -- Total (A)

-- -- --

Ceiling as per the Act -- -- --


B. Remuneration to other directors

The Company is not paying any Remuneration to its other directors.C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

SN Particulars of Remuneration Key Managerial Personnel

Mr. Balarami Reddy Chintakuntla

CFO Total 1 Gross salary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 -- -- -- --

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

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

-- -- -- --

2 Stock Option -- -- -- -- 3 Sweat Equity -- -- -- -- 4 Commission -- -- -- --

- as % of profit others, specify -- -- -- -- 5 Others, please specify -- -- -- -- Total -- -- -- --

VI. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief

Description

Details of

Penalty / Punishment/

Compounding

fees imposed

Authority

[RD / NCLT/ COURT]

Appeal made,

if any (give Details)

A. COMPANY

Penalty NIL NIL NIL NIL NIL

Punishment NIL NIL NIL NIL NIL

Compounding NIL NIL NIL NIL NIL

B. DIRECTORS




C. OTHER OFFICERS IN DEFAULT




By the order of the Board of Directors

for Ajel Limited

Sd/- Sd/-Srinivasa Reddy Arikatla Narasimha Reddy Mandireddy

Managing Director DirectorDIN: 01673552 DIN: 07188571

Date : 04/09/2017Place : Mumbai

DECLARATIONAs stipulated under Schedule V D of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,the Board Members and Senior Management Personnel of the Company have affirmed compliance with the Code of

Conduct of the Company for the financial year ended March 31, 2017.

Sd/-Place: Mumbai Srinivas Reddy Arikatla



INDEPENDENT AUDITOR'S REPORTToThe members of,AJEL LIMITED

1. Report on the Financial Statements

We have audited the accompanying financial statements of AJEL LIMITED, which comprise the Balance Sheet asat March 31, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and asummary of significant accounting policies and other explanatory information.

2. Management's Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 ("the Act") with respect to the preparation of these standalone financial statements that give a true and fairview of the financial position, financial performance and cash flows of the Company in accordance with theaccounting principles generally accepted in India, including the Accounting Standards specified under Section133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

This responsibility also includes maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimatesthat are reasonable and prudent; and design, implementation and maintenance of adequate internal financialcontrols, that were operating effectively for ensuring the accuracy and completeness of the accounting records,relevant to the preparation and presentation of the financial statements that give a true and fair view and are freefrom material misstatement, whether due to fraud or error.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We have taken intoaccount the provisions of the Act, the accounting and auditing standards and matters which are required to beincluded in the audit report under the provisions of the Act and the Rules made there under.

We conducted our audit in accordance with the Standards on Auditing issued by the Institute of CharteredAccountants of India. Those Standards require that we comply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal financial control relevant to the Company's preparation of the financialstatements that give a true and fair view in order to design audit procedures that are appropriate in thecircumstances. An audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made 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 and appropriate to provide a basis for our auditopinion on the financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

a) ln the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2017;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.

5. Report on Other Legal and Regulatory Requirements

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


a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit;

b) In our opinion proper books of account as required by law have been kept by the Company so far asappears from our examination of those books;

c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are inagreement with the books of account;

d) In our opinion, the aforesaid financial statements comply with the Accounting Standards specified underSection 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014;

e) On the basis of the written representations received from the directors as on 31st March, 2017 taken onrecord by the Board of Directors, none of the directors is disqualified as on 31st March, 2017 from beingappointed as a director in terms of Section 164 (2) of the Act;

f) With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and accordingto the explanations given to us:

I. The Company does not have any pending litigations which would impact its financial position.

II. The Company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses.

III. There were no amounts which were required to be transferred to the investor education and protectionfund by the company.

For Naresh Dinesh & Associates

Firm Regn. No. 140097W

NARESH JAIN

PartnerM. No.: 144835

Place: MumbaiDate:05.06.2017


ANNEXURE TO AUDITORS' REPORT

Referred to in paragraph 3 of our Report of even date:

1)

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

b) As explained to us, all the fixed assets have not been physically verified by the management at regularintervals during the year, however there is a program of verification which in our opinion is reasonable,having regard to the size of the company and nature of its assets. No material discrepancies were noticedon such physical verification.

c) In our opinion, the Company has not disposed of any substantial part of fixed assets during the year and thegoing concern status of the company is not affected.

2) The company is a service company, primarily rendering consulting and software services. Accordingly, it doesnot hold any physical inventories. Thus paragraph 3(ii) of the order is not applicable.

3) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in theregister maintained under section 189 of the Companies Act, 2013.

3) In our opinion and according to the information and explanations given to us, there are adequate internal controlprocedures commensurate with the size of the Company and the nature of its business, for rendering of services.During the course of our audit we have not observed any material weakness in internal control system.

4) The company has not accepted any deposits from the public.

5) The Central Government has not prescribed maintenance of Cost Records under Section 148(1) of the CompaniesAct, 2013 in respect of activities carried out by the Company.

6) According to the books and records as produced and examined by us in accordance with accepted auditingpractices in India and also based on management with general representation, undisputed statutory in respect ofProvident Fund, Income Tax, Sales Tax, Wealth Tax, Service Tax and any other material statutory dues have beenregularly deposited by the company during the year with the appropriated authorities in India except the following:

S. No. Name of the Statute Nature of Dues Amount

Rs

Period for

which the

amount relates

1 TDS Statutory 668819 2013-14

2 Provident Fund Statutory 396680 2013-14

3 Provident Fund Statutory 12047 2014-15

4 ESI Statutory 414867 2013-14

5 Professional Tax Statutory 71700 2013-14

6 Professional Tax Statutory 4800 2014-15

7 Service Tax Statutory 5965837 2013-14

Total 7534750

7) The Company have does not have any accumulated losses as at the end of the financial year and has notincurred cash losses in the financial year and in the immediately preceding financial year.

8) Based on our audit procedures and as per the information and explanations given to us by the management, weare of the opinion that the company has not defaulted in repayment of dues to a financial institution and bank ordebenture holders.

9) To the best of our knowledge and belief and according to the information and explanations given to us, nomaterial fraud on or by the Company has been noticed or reported during the year.



NARESH JAIN

Place: Mumbai PartnerDate:05.06.2017 M. No.: 144835


STANDALONE BALANCE SHEET AS AT 31ST MARCH 2017

Particulars Note

No.

Figures for the

current reporting

period as at

31/03/2017

Figures for the

previous reporting

period as at

31/03/2016

I. EQUITY AND LIABILITIES

(i) Shareholder's Fund

(a) Share Capital 2.1 116,500,000 116,500,000

(b) Reserves and Surplus 2.2 8,515,542 7,885,903

(ii) Non-Current Liabilities

(a) Long Term Borrowings 2.3 0 0

(b) Deferred Tax Liabilities (Net) 2.4 6,051,373 10,716,482

(iii) Current Liabilities

(a) Short Term Borrowings 2.5 23,975,577 22,587,044

(b) Trade Payables 2.6 5,024,697 4,900,091

(c) Other Current Liabilities 2.7 18,173,549 18,173,549

(d) Short Term Provisions 2.8 6,583,711 6,583,711

TOTAL 184,824,449 187,346,780

II. ASSETS

(i) Non-Current Assets

(a) Fixed Assets 2.9

- Tangible Assets 10,816,758 11,071,917

- Intangible Assets 864,000 1,440,000

(b) Non-Current Investments 2.10 71,500,000 71,500,000

(c) Deferred Tax Assets (Net) 2.11 402,146 402,146

(ii) Current Assets

(a) Trade Receivables 2.12 73,024,178 74,964,939

(b) Cash and Cash Equivalents 2.13 4,017,217 3,744,423

(c) Short Term Loans and Advances 2.14 22,822,388 22,845,593

(d) Other Current Assets 2.15 1,377,762 1,377,762

TOTAL 184,824,449 187,346,780

Significant Accounting Policies and Notes to Accounts 1 to 8

As per our report of even date.

For and on behalf of On behalf of the Board of DirectorsNaresh Dinesh & Associates

Firm Regn. No. 140097WSd/- Sd/-

Naresh Jain Srinivasa Reddy Arikatla M. Narasimha Reddy

Partner Managing Director DirectorM. No.: 144835

Place: Mumbai.Date: 05.06.2017

(Amount in Rs.)


STANDALONE STATEMENT OF PROFIT & LOSS FOR THE YEAR ENDED ON 31ST MARCH 2017

Particulars Note

No.

Figures for the

current reporting

period as at

31/03/2017

Figures for the

previous reporting

period as at

31/03/2016

I Revenue from Operations 3.1 64,328,392 61,976,480II Other Income 3.2 666,731 (480,237)

III Total Revenue (I+II) 64,995,123 61,496,243

IV Expenses

(a) Employee Benefit Expenses 3.3 57,649,834 56,628,540(b) Finance Costs 3.4 - 5,969(c) Depreciation and Amortization Expenses 3.5 831,158 1,248,337(d) Administrative and Other Expenses 3.6 5,884,492 1,144,917

Total Expenses 64,365,484 59,027,763

V Profit before Exceptional and Extraordinary

items and Tax (III-IV) 629,639 2,468,480

VI Exceptional Items 0 0

VII Profit before Extraordinary items and Tax (V-VI) 629,639 2,468,480VIII Extraordinary Items 0 0

IX Profit Before Tax (VII-VIII) 629,639 2,468,480X Tax Expense

(a) Current Tax - 740,544(b) Deferred Tax 0 -

XI Profit / (Loss) for the period 629,639 1,727,936

XVI Earnings Per Equity Share

(a) Basic and Diluted 0.05 0.15(b) Face Value per Share 10.00 10.00








(Amount in Rs.)


NOTES TO ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH 2017

1. Significant Accounting Policies:

1.1 Accounting Policies not specifically referred to otherwise are consistent and in consonance with generally

accepted accounting principles and mandatory accounting standards issued by the Institute of Chartered

Accountants of India.

1.2 Basis of Accounting: The financial statements are prepared in accordance with the relevant presentation

requirements of The Companies Act, 2013 under the Historical cost convention on the basis of going

concern and accrual unless otherwise stated.

1.3 Revenue recognition: Revenue is primarily derived from Software development, Consulting and allied services.

Arrangements for software development and related services are either on fixed-price and fixed-timeframe or

on a time and material basis. Revenue from fixed-price and fixed-time frame contracts , where there is no

uncertainity as to measurement or collectability of consideration is recognised based on percentage-

completion method. Where there is uncertainity as to measurement or collectability revenue recognition is

postponed until such uncertainity is resolved. Revenue from fixed-price maintenance contracts are recognised

ratably over the period in which services are rendered.

1.4 Fixed Assets: Fixed Assets are stated at cost less depreciation. The company capitalizes all costs incidental

to acquisition and installation of Fixed Assets.

Depreciation on fixed assets is provided on WDV method at the rates prescribed in Schedule II of the

Companies Act, 2013.

1.5 Preliminary Expenses and Pre Operative Expenses:Preliminary Expenses and Pre Operative Expenses are to

be amortized over a period of ten years from the date of commencement of commercial activities.

1.6 Tax on Income: Current tax is determined as the amount of tax payable in respect of taxable income for the

period.

Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the

difference between taxable income and accounting income that originate in one period and are capable of

reversal in one or more subsequent periods. Deferred tax assets are not recognized on unabsorbed

depreciation and carry forward of losses unless there is virtual certainty that sufficient future taxable income

will be available against which such deferred tax assets can be realized.

1.7 Provisions and contingent liabilities: A provision is recognised if as a result of a past event, the group has a

present legal obligation that can be estimated reliably, and it is probable that an outflow of economic

benefits will be required to settle the obligation. a. Contingent Liabilities are determined on the basis of

available information and are disclosed by way of a note to the accounts.

1.8 Foreign Exchange Transactions: For the purpose of Consolidation, Ajel Technologies, Inc was treated as

Integral foreign operation in accordance with the Accounting Strandard 11-“Effects of Changes in Foreign

Exchange Rates” and transactions in foreign currency for the items of income and expenses are recorded at

the Average rate of exchange for the period . All the Assets and Liabilities were recorded at the Closing rate

of exchange. Exchange differences arising there from is transferred to Foreign Currency gain or loss and

transferred to Profit and Loss Account.

1.9 Earning per Share: Basic earnings per share is computed by dividing the net profit after tax by the weighted

average number of equity shares outstanding during the period. Diluted Earnings per share is computed by

dividing the net profit after tax by the weighted average number of equity shares considered for deriving the

basic earnings per share and also the weighted average number of the equity shares that could have been

issued upon conversion of all dilutive potential equity shares.


2. Notes referred to in the Balance Sheet are as follows:

2.1 Share Capital (Amount in Rs.)

As at 31/03/2017 As at 31/03/2016Particulars

(i) Authorized Capital

12000000 Equity shares of Rs.10 Each 120000000 120000000(March 31, 2015: 12000000 equity shares of Rs. 10 each)

(ii) Issued, Subscribed and Paid Up Capital

11650000 Equity shares of Rs. 10 Each, fully paid up 116500000 116500000

Total 116500000 116500000


(i) Equity Shares

No. of Equity Shares at the beginning of reporting period 116500000 116500000

Add: Shares issued on preferential allotment basis 0 0

Less: No. of Equity Shares bought back during the period

No. of Equity Shares at the end of the reporting period 116500000 116500000

Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period:

List of the shareholders holding more than five percent of shares in the company as at the Balance Sheet date:


No. of Shares in %age No. of Shares in %age

Mr. Arikatla Srinivasa Reddy 4,147,255 35.60% 4,138,550 35.52%

Mrs. Vasantha Madasu 600,000 5.15% 600,000 5.15%

Mr. Surender Reddy Bhimavarapu 1,019,500 8.75% 1,019,500 8.75%

Mr. Sridhar Reddy 900,000 7.73% 900,000 7.73%

(Amount in Rs.)


(i) Securities Premium Reserve

Opening Balance 3,000,000 3,000,000

Add: Appropriation during the periodLess: Written back during the period

Closing Balance 3,000,000 3,000,000

(ii) Surplus


Add: Profit for the year as per Statement of Profit & Loss 629,639 1,727,936

Total Profit available for Appropriation 5,515,542 4,885,903


Grand Total 8,515,542 7,885,903

2.2 Reserves and Surplus


(Amount in Rs.)


(i)

(a) From Banks

- Secured 0 0

Total 0 0

2.3 Long Term Borrowings

(Amount in Rs.)


(i) Deferred Tax Liabilities

Foreign branch profit tax 6,051,373 10,716,482

Total 6,051,373 10,716,482

2.4 Deferred Tax Liabilities (Net)


(i) Loans Repayable on Demand

(a) From Directors 23,975,577 22,587,044

(b) From Others 0 0

Total 23,975,577 22,587,044

(Amount in Rs.)2.5 Short Term Borrowings


(i) Trade Payables For Direct Expenses 5,024,697 4,900,091

Total 5,024,697 4,900,091

(Amount in Rs.)2.6 Trade Payables


Advances From Customers 721,010 721,010

Share Application Money Liable to be Refunded 0 0

Statutory Liabilities 7,845,931 7,845,931

Other Payables 9,606,608 9,606,608

Total 18,173,549 18,173,549

(Amount in Rs.)2.7 Other Current Liabilities


Provision for Tax 2,267,626 2,267,626

Other Short Term Provisions 4,316,085 4,316,085

Total 6,583,711 6,583,711

(Amount in Rs.)2.8 Short Term Provisions



Unquoted Investments in wholly owned subsidiary

(7,50,000 shares in Ajel Technologies India Pvt. Ltd.) 71,500,000 71,500,000

Grand Total 71,500,000 71,500,000

(Amount in Rs.)2.10 Non Current Investments


Investment in Equity Instruments

a) Ajel Technologies India Pvt. Limited

(Amount in Rs.)Additional disclosures related to Non Current Investmentsas per requirement of Revised Schedule VI:

Relation / Name of All

the Partners with their

Capital Balance and

Share in Profit

Wholly ownedSubsidiary

(7,50,000 shares ) 71,500,000 71,500,000



Depreciation and Amortization 402,146 402,146

Deferred Tax Assets (Net) 402,146 402,146

(Amount in Rs.)2.11 Deferred Tax Assets (Net)


Trade Receivables due by Directors or Related Parties

(i) Exceeding Six Months

(a) Unsecured, Considered Good 19,810,888 19,910,027

(ii) Others

(a) Unsecured, Considered Good - -

Trade Receivables due by Others



(ii) Others


Total 73,024,178 74,964,940

(Amount in Rs.)2.12 Trade Receivables


Balances with Banks 3,156,208 3,737,943

Cash on Hand 861,009 6,480

Total 4,017,217 3,744,423

(Amount in Rs.)2.13 Cash and Cash Equivalents



(i) Balance with Revenue Authorities

(a) Service Tax Credit Receivable 1,234,956 1,234,956

(b) TDS Receivable 2,911,157 2,911,157

(c) Others 28,500 28,500

(ii) Loans and Advances to Related Parties


(iii) Other Short Term Loans and Advances


Total 22,822,388 22,845,593

(Amount in Rs.)2.14 Short Term Loans and Advances


Deposit - Others 84,900 84,900

Other Receivables (Current) 1,292,862 1,292,862

Total 1,377,762 1,377,762

(Amount in Rs.)2.15 Other Current Assets


Consulting Services 64,995,123 61,976,480

Offshore consulting & development revenues 0 0

Total 64,995,123 61,976,480

(Amount in Rs.)3.1 Revenue from Operations

3. Notes referred to in the Statement of Profit and Loss are as follows:


Net Gain / (Loss) on Foreign Exchange - (497,736)

Other Indirect Income (Net of expenses directly attributable) - 17,499

Total - (480,237)

(Amount in Rs.)3.2 Other Income


Salaries and Wages 57,649,834 56,628,540

Contributions to ESI

Contributions to Provident Fund 0

Staff Welfare Expenses

Total 57,649,834 56,628,540

(Amount in Rs.)3.3 Employee Benefit Expenses



Interest Expense - 5,969

Total - 5,969

(Amount in Rs.)3.4 Finance Costs


Depreciation on Fixed Assets 831,158 288,337

Preliminary Expenses amortized during the period

Total 831,158 288,337

(Amount in Rs.)3.5 Depreciation and Amortization Expenses


Power and Fuel - 4,000

Rent 1,268,926 250,000

Repairs to Machinery - -

Legal & Professional fees 512,812 70,000

Insurance 1,229,833

Rates and Taxes, excluding Taxes on Income - 213,567

Conveyance - -

Travelling Expenses 1,126,334 103,158

Telephone and Communication Expenses 349,497 8,656

Audit Fees 210,000 100,000

Net Gain / (Loss) on Foreign Exchange - -

Other expenses 1,187,090 395,536

Total 5,884,492 1,144,917

(Amount in Rs.)3.6 Administrative and Other Expenses


(i) As Auditor 180,000 70,000

(ii) For Taxation Matters 20,000 20,000

(iii) For Company Law Matters - -(iv) For Others 10,000 10,000

Total 210,000 100,000

(Amount in Rs.)4. Payment to Auditors:

As at 31/03/2017Service Company

Services Rendered

(i) Consulting services 64,995,123

(ii) Software development services -

(Amount in Rs.)5. Additional information to disclose as required by Revised Schedule VI is as under:

Note: Figures shown in Brackets represent previous year figures.


Relatives of

directorsTotal for the year

Capital advances (closing balanceand maximum amount outstandingduring the year

As at March, 31, 20176. Related Party Transactions

Particulars Subsidiaries Directors

9,187,750 15,747,791 - 24,935,541

Accounts receivables (closingbalance and maximum amountoutstanding during the year)

7,560,027 - 12,350,000 19,910,027

Names and related parties and description of relationship

Subsidiaries and related interests a) Ajel Technologies India Private Limited (100% subsidiary)

b) Ajel Technologies Inc, USA, (100% Subsidiary of Ajel TechnologiesIndia Private Limited)

c) c) Ajel Limited, USA, (Branch Office of Ajel Limited India)

Directors Mr. Arikatla Srinivasa Reddy - Managing Director, Mr. M. Narasimha Reddy- Director, Mr. C. Anil Kumar - Director, Ms. A. Harshana - Director, Mr. S.Venkat Reddy - Director

Relatives of Directors M/s. Agere Technologies Inc, in which one of the direcotrs is a director.

7. Balances of personal accounts like Unsecured Loans, Receivables, Payables and Loans & Advances are subjectto their respective confirmations and reconciliations.

8. Figures of the previous year have been regrouped or rearranged, wherever considered necessary, to suit thecurrent year's presentation.

Notes to Accounts 1 to 8 form an integral part of financial statements.








INDEPENDENT AUDITOR'S REPORT

ToThe members of,AJEL LIMITED

1. Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of AJEL LIMITED (hereinafter referred toas "the Holding Company") and its subsidiaries (the Holding Company and its subsidiaries together referred toas "the Group") its associates and jointly controlled entities, comprising of the Consolidated Balance Sheet as at31st March, 2017, the Consolidated Statement of Profit and Loss, the Consolidated Cash Flow Statement for theyear then ended, and a summary of the significant accounting policies and other explanatory information (hereinafterreferred to as "the consolidated financial statements").

2. Management's Responsibility for the Consolidated Financial Statements

The Holding Company's Board of Directors is responsible for the preparation of these consolidated financialstatements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that givea true and fair view of the consolidated financial position, consolidated financial performance and consolidatedcash flows of the Group including its Associates and Jointly controlled entities in accordance with the accountingprinciples generally accepted in India, including the Accounting Standards specified under Section 133 of theAct, read with Rule 7 of the Companies (Accounts) Rules, 2014. The respective Board of Directors of the companiesincluded in the Group and of its associates and jointly controlled entities are responsible for maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguarding the assets of theGroup and for preventing and detecting frauds and other irregularities; the selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and the design,implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuringthe accuracy and completeness of the accounting records, relevant to the preparation and presentation of thefinancial statements that give a true and fair view and are free from material misstatement, whether due to fraudor error, which have been used for the purpose of preparation of the consolidated financial statements by theDirectors of the Holding Company, as aforesaid.

3. Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. Whileconducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of the Act and the Rulesmade thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of theAct. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the consolidated financial statements are free from material misstatement.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in theconsolidated financial statements. The procedures selected depend on the auditor's judgment, including theassessment of the risks of material misstatement of the consolidated financial statements, whether due to fraudor error. In making those risk assessments, the auditor considers internal financial control relevant to the HoldingCompany's preparation of the consolidated financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion onwhether the Holding Company has an adequate internal financial controls system over financial reporting inplace and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by the Holding Company'sBoard of Directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors interms of their reports referred to in sub-paragraph (a) of the Other Matters paragraph below, is sufficient andappropriate to provide a basis for our audit opinion on the consolidated financial statements.

4. Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidconsolidated financial statements give the information required by the Act in the manner so required and give a


true and fair view in conformity with the accounting principles generally accepted in India, of the consolidatedstate of affairs of the Group, its associates and jointly controlled entities as at 31st March, 2016, and theirconsolidated profit/loss and their consolidated cash flows for the year ended on that date.

5. Other Matters

We did not audit the financial statements of M/s. Ajel Technologies, Inc subsidiary of subsidiary Ajel TechnologiesIndia Pvt Ltd and US branch office of Ajel Limited, which were compiled by M/s. Sid Kumar & Associates LLC.Hence we have relied on the financial statements as submitted by them.

Our opinion on the consolidated financial statements, and our report on Other Legal and Regulatory Requirementsbelow, is not modified in respect of the above matters with respect to our reliance on the work done and thereports of the other auditors and the financial statements / financial information certified by the Management.

6. Report on Other Legal and Regulatory Requirements

A. As required by the Companies (Auditor's Report) Order, 2015 ("the Order"), issued by the Central Government ofIndia in terms of sub-section (11) of Section 1 43 of the Act, based on the comments in the auditors' reports of theHolding company, subsidiary companies, associate companies and jointly controlled companies incorporatedin India, we give in the Annexure a statement on the matters specified in paragraphs 3 and 4 of the Order, to theextent applicable.

B. As required by Section 143(3) of the Act, we report, to the extent applicable, that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge andbelief were necessary for the purposes of our audit of the aforesaid consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the aforesaidconsolidated financial statements have been kept so far as it appears from our examination of those booksand the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, and the ConsolidatedCash Flow Statement dealt with by this Report are in agreement with the relevant books of account maintainedfor the purpose of preparation of the consolidated financial statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Accounting Standardsspecified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e) On the basis of the written representations received from the directors of the Holding Company as on 31stMarch, 2017 taken on record by the Board of Directors of the Holding Company and the reports of thestatutory auditors of its subsidiary companies, associate companies and jointly controlled companiesincorporated in India, none of the directors of the Group companies, its associate companies and jointlycontrolled companies incorporated in India is disqualified as on 31st March, 2017 from being appointed asa director in terms of Section 164 (2) of the Act.



NARESH JAIN

PartnerM. No.: 144835

Place: MumbaiDate:05.06.2017


CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH 2017

Particulars Note

No.

Figures for the

current reporting

period as at

31/03/2017

Figures for the

previous reporting

period as at

31/03/2016

I. EQUITY AND LIABILITIES

(i) Shareholder's Fund

Share Capital 2.1 116,500,000 116,500,000

Reserves and Surplus 2.2 60,070,521 67,936,700

(ii) Non-Current Liabilities

(a) Long Term Borrowings 2.3 1,036,687 1,036,687

(b) Deferred Tax Liabilities (Net) 2.4 6,051,373 10,724,211

(iii) Current Liabilities

(a) Short Term Borrowings 2.5 55,658,420 54,269,887

(b) Trade Payables 2.6 6,687,418 6,311,849

(c) Other Current Liabilities 2.7 14,916,949 12,849,563

(d) Short Term Provisions 2.8 6,583,711 6,583,711

TOTAL 267,505,079 276,212,608

II. ASSETS

(i) Non-Current Assets

(a) Fixed Assets 2.9

- Tangible Assets 10,845,706 11,890,174

- Intangible Assets 84,049,815 93,079,148

(b) Deferred Tax Assets (Net) 2.10 402,146 402,146

(ii) Current Assets

(a) Trade Receivables 2.11 131,600,815 133,149,245

(b) Cash and Cash Equivalents 2.12 4,368,837 8,561,806

(c) Short Term Loans and Advances 2.13 34,859,998 27,752,327

(d) Other Current Assets 2.14 1,377,762 1,377,762

TOTAL 267,505,079 276,212,608








(Amount in Rs.)


CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED ON 31ST MARCH 2017

Particulars Note

No.

Figures for the

current reporting

period as at

31/03/2016

Figures for the

previous reporting

period as at

31/03/2015

I Revenue from Operations 3.1 150,505,560 201,508,290

II. Other Income 3.2 666,731 3,835,480

III Total Revenue (I+II) 151,172,291 205,343,770

IV Expenses

(a) Employee Benefit Expenses 3.3 139,612,195 193,062,501

(b) Finance Costs 3.4 423,196 397,803

(c) Depreciation and Amortization Expenses 3.5 9,284,491 11,086,498

(d) Administrative and Other Expenses 3.6 9,718,589 1,278,564

Total Expenses 159,038,471 205,825,366

V Profit before Exceptional and Extraordinaryitems and Tax (III-IV) (7,866,180) (481,596)

VI Exceptional Items 0 0

VII Profit before Extraordinary items and Tax (V-VI) (7,866,180) (481,596)

VIII Extraordinary Items 0 0

IX Profit Before Tax (VII-VIII) (7,866,180) (481,596)

X Tax Expense

(a) Current Tax 0 740,544

(b) Deferred Tax 0 0

XI Profit / (Loss) for the period (7,866,180) (1,222,140)

XVI Earnings Per Equity Share

(a) Basic and Diluted (0.68) (0.10)

(b) Face Value per Share 10.00 10.00








(Amount in Rs.)


NOTES TO ACCOUNTS FOR THE YEAR ENDED ON 31ST MARCH 2017

1. Significant Accounting Policies:

1.1 Accounting Policies not specifically referred to otherwise are consistent and in consonance with generally

accepted accounting principles and mandatory accounting standards issued by the Institute of Chartered

Accountants of India.

1.2 Basis of Accounting: The financial statements are prepared in accordance with the relevant presentation

requirements of The Companies Act, 2013 under the Historical cost convention on the basis of going

concern and accrual unless otherwise stated.

1.3 Revenue recognition:Revenue is primarily derived from Software development, Consulting and allied services.

Arrangements for software development and related services are either on fixed-price and fixed-timeframe or

on a time and material basis. Revenue from fixed-price and fixed-time frame contracts , where there is no

uncertainity as to measurement or collectability of consideration is recognised based on percentage-

completion method. Where there is uncertainity as to measurement or collectability revenue recognition is

postponed until such uncertainity is resolved. Revenue from fixed-price maintenance contracts are recognised

ratably over the period in which services are rendered.

1.4 Fixed Assets: Fixed Assets are stated at cost less depreciation. The company capitalizes all costs incidental

to acquisition and installation of Fixed Assets.

Depreciation on fixed assets is provided on WDV method at the rates prescribed in Schedule II of the

Companies Act, 2013.

1.5 Preliminary Expenses and Pre Operative Expenses are to be amortized over a period of ten years from the

date of commencement of commercial activities.

1.6 Tax on Income: Current tax is determined as the amount of tax payable in respect of taxable income for the

period.

Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the

difference between taxable income and accounting income that originate in one period and are capable of

reversal in one or more subsequent periods. Deferred tax assets are not recognized on unabsorbed

depreciation and carry forward of losses unless there is virtual certainty that sufficient future taxable income

will be available against which such deferred tax assets can be realized.

1.7 A provision is recognised if as a result of a past event, the group has a present legal obligation that can be

estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the

obligation. a. Contingent Liabilities are determined on the basis of available information and are disclosed

by way of a note to the accounts.

1.8 For the purpose of Consolidation, Ajel Technologies, Inc was treated as Integral foreign operation in

accordance with the Accounting Strandard 11-“Effects of Changes in Foreign Exchange Rates” and transactions

in foreign currency for the items of income and expenses are recorded at the Average rate of exchange for

the period . All the Assets and Liabilities were recorded at the Closing rate of exchange. Exchange differences

arising there from is transferred to Foreign Currency Loss and transferred to Profit and Loss Account.

1.9 Earning per Share: Basic earnings per share is computed by dividing the net profit after tax by the weighted

average number of equity shares outstanding during the period. Diluted Earnings per share is computed by

dividing the net profit after tax by the weighted average number of equity shares considered for deriving the

basic earnings per share and also the weighted average number of the equity shares that could have been

issued upon conversion of all dilutive potential equity shares.


2. Notes referred to in the Balance Sheet are as follows:

2.1 Share Capital (Amount in Rs.)


(i) Authorized Capital

12000000 Equity shares of Rs. 10 Each 120000000 120000000(March 31, 2016: 12000000 equity shares of Rs. 10 each)

(ii) Issued, Subscribed and Paid Up Capital

10750000 Equity shares of Rs. 10 Each, fully paid up 116500000 116500000

Total 116500000 116500000


(i) Equity Shares

No. of Equity Shares at the beginning of reporting period 116,500,000 10,750,000

Add: Shares issued on preferential allotment basis 0 900,000

Less: No. of Equity Shares bought back during the period

No. of Equity Shares at the end of the reporting period 116,500,000 11,650,000

Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period:

List of the shareholders holding more than five percent of shares in the company as at the Balance Sheet date:


No. of Shares in %age No. of Shares in %age

Mr. Arikatla Srinivasa Reddy,Managing Director 4,147,255 35.60% 4,138,550 35.52%

Mr. Surender Reddy Bhimavarapu 1,019,500 8.75% 1,019,500 8.75%

Mr. Sridhar Reddy 900,000 7.73% 900,000 7.73%

Mrs. Vasantha Madasu 600,000 5.15% 600,000 5.15%

(Amount in Rs.)


(i) Securities Premium Reserve


Add: Appropriation during the period 0 0


(ii) Surplus

Opening Balance 64,936,700 66,158,840

Add: Profit for the year as per Statement of Profit & Loss (7,866,179) (1,222,140)

Total Profit available for Appropriation 57,070,521 64,936,700

Closing Balance 57,070,521 64,936,700

Grand Total 60,070,521 67,936,700

2.2 Reserves and Surplus


(Amount in Rs.)


(i) (a) From Banks- Secured 1,036,687 1,036,687

(b) From Other Parties- Unsecured - -

Total 1,036,687 1,036,687

2.3 Long Term Borrowings

(Amount in Rs.)



Foreign branch profit tax 6,051,373 10,724,211

Total 6,051,373 10,724,211

2.4 Deferred Tax Liabilities (Net)


(i) Loans Repayable on Demand

(a) From Directors 55,658,420 29,843,189

(b) From Others 0 24,426,698

Total 55,658,420 54,269,887

(Amount in Rs.)2.5 Short Term Borrowings


Trade Payables For Goods - -

Trade Payables For Direct Expenses 6,687,418 6,311,849

Total 6,687,418 6,311,849

(Amount in Rs.)2.6 Trade Payables


Advances From Customers 721,010 721,010

Share Application Money Liable to be Refunded

Statutory Liabilities 7,845,931 7,845,931

Other Payables 6,350,008 4,282,622

Total 14,916,949 12,849,563

(Amount in Rs.)2.7 Other Current Liabilities


Provision for Tax 2,267,626 2,267,626

Other Short Term Provisions 4,316,085 4,316,085

Total 6,583,711 6,583,711

(Amount in Rs.)2.8 Short Term Provisions




Depreciation and Amortization 402,146 402,146

Deferred Tax Assets (Net) 402,146 402,146

(Amount in Rs.)2.10 Deferred Tax Assets (Net)


Trade Receivables due by Directors or Related Parties



(ii) Others

(a) Unsecured, Considered Good - -

Trade Receivables due by Others

(i) Exceeding Six Months - -


(ii) Others - -


Total 131,600,815 133,149,245

(Amount in Rs.)2.11 Trade Receivables


Balances with Banks 4,368,837 8,491,359

Cash on Hand - 70,447

Total 4,368,837 8,561,806

(Amount in Rs.)2.12 Cash and Cash Equivalents


(i) Balance with Revenue Authorities

(a) Service Tax Credit Receivable 1,244,695 1,244,695

(b) TDS Receivable 3,385,090 3,385,090

(c) Others 28,496 28,496

(ii) Loans and Advances to Related Parties


(iii) Other Short Term Loans and Advances


Total 34,859,998 27,752,328

(Amount in Rs.)2.13 Short Term Loans and Advances



Deposit - Others 84,900 84,900

Other Receivables (Current) 1,292,862 1,292,862

Total 1,377,762 1,377,762

(Amount in Rs.)2.14 Other Current Assets


Consulting Services 151,172,291 201,508,290

Software Development services - -

Total 151,172,291 201,508,290

(Amount in Rs.)3.1 Revenue from Operations

3. Notes referred to in the Statement of Profit and Loss are as follows:


Net Gain / (Loss) on Foreign Exchange - 3,817,981

Other Indirect Income (Net of expenses directly attributable) - 17,499

Total 3,835,480

(Amount in Rs.)3.2 Other Income


Salaries and Wages 139,612,195 193,062,501

Contributions to ESI 0 0

Contributions to Provident Fund 0 0

Staff Welfare Expenses 0 0

Other Allowances to Employees 0 0

Total 139,612,195 193,062,501

(Amount in Rs.)3.3 Employee Benefit Expenses


Interest Expense 423,196 397,803

Total 423,196 397,803

(Amount in Rs.)3.4 Finance Costs


Depreciation on Fixed Assets 9,284,491 2,395,296

Preliminary Expenses amortized during the period - 8,691,202

Total 9,284,491 11,086,498

(Amount in Rs.)3.5 Depreciation and Amortization Expenses



Power and Fuel - 4,000

Rent 1,268,926 250,000

Repairs to Machinery - 133,647

Legal & Professional fees 560,467 70,000

Insurance 1,485,263 -

Rates and Taxes, excluding Taxes on Income 2,937,189 213,567

Conveyance - -

Travelling Expenses 1,300,086 103,158

Telephone and Communication Expenses 349,497 8,656

Audit Fees 210,000 100,000

Net Gain / (Loss) on Foreign Exchange - -

Other expenses 1,607,161 395,536

Total 9,718,589 1,278,564

(Amount in Rs.)3.6 Administrative and Other Expenses


(i) As Auditor 180,000 70,000

(ii) For Taxation Matters 20,000 20,000

(iii) For Company Law Matters

(iv) For Others 10,000 10,000

Total 210,000 100,000

(Amount in Rs.)4. Payment to Auditors:

As at 31/03/2017Service Company

Services Rendered

(i) Consulting services 151,172,291

(Amount in Rs.)5. Additional information to disclose as required by Revised Schedule VI is as under:

Note: Figures shown in Brackets represent previous year figures.


7. Balances of personal accounts like Unsecured Loans, Receivables, Payables and Loans & Advances are subjectto their respective confirmations and reconciliations.

8. Figures of the previous year have been regrouped or rearranged, wherever considered necessary, to suit thecurrent year's presentation.

Notes to Accounts 1 to 8 form an integral part of financial statements.







Relatives of

directorsTotal for the year

Capital advances (closing balance and maximumamount outstanding during the year)

As at March, 31, 20176. Related Party Transactions

Particulars Directors

13,589,865 - 13,589,865

Accounts receivables (closing balance and maximumamount outstanding during the year)

- 12,350,000 12,350,000

Names and related parties and description of relationship

Subsidiaries and related interests a) Ajel Technologies India Private Limited (100% subsidiary)

b) Ajel Technologies Inc, USA, (100% Subsidiary of Ajel TechnologiesIndia Private Limited)

c) Ajel Limited. USA (Branch Office)

Directors Mr. Arikatla Srinivasa Reddy - Managing Director, Mr. M. Narasimha Reddy- Director, Mr. Ch.Anil Kumar - Direcor, Ms. Harshna Antharaji - Director

Relatives of Directors M/s. Agere Technologies Inc, in which one of the directors is a director.


FORM FOR REGISTRATION OF EMAIL ADDRESS FOR RECEIVING DOCUMENTS /

NOTICES BY ELECTRONIC MODE

ToAdroit Corporate Services Pvt.Ltd.17-20, Jafferbhoy Ind. Estate,1st Floor, Makwana Road,Marol Naka, Andheri (E), Mumbai 400059, IndiaTel: +91 (0) 22 42270400Fax: +91 (0)22 28503748www.adroitcorporate.com

Company: AJEL LIMITED

I agree to receive all documents / notices including the Annual Report from the Company in electronic mode. Pleaseregister my email address given below in your records for sending communication through email.

Name of Sole / First Holder : ______________________

DP ID / Client ID / Regd. Folio No. : ______________________

PAN No. : ______________________

E-mail Address : ______________________

Date:Place: Mumbai (Signature of Member)

AJEL LIMITEDRegistered Office: 106 2nd Floor, Mhada shopping Complex, New Link Road,

Jogeshwari, Mumbai - 400102

ATTENDANCE SLIP

23rdAnnual General Meeting on Friday the 29th day of September, 2017 at Garden Banquets, Junction Of

J P Road & Veera Desai Road, Andheri West, Mumbai - 400058. Maharashtra.

Full name of the members attending _______________________________________________________________(In block capitals)

Ledger Folio No./Client ID No. _____________________ No. of shares held: _____________________________

Name of Proxy ________________________________________________________________________________

(To be filled in, if the proxy attends instead of the member)

I hereby record my presence at the 23rd Annual General Meeting of AJEL LIMITED held at Garden Banquets,Junction Of J P Road & Veera Desai Road, Andheri West, Mumbai - 400058, on 29th September, 2017.

(Member's /Proxy's Signature)Note:

1) Members are requested to bring their copies of the Annual Report to the meeting, since further copies will notbe available.

2) The Proxy, to be effective should be deposited at the Registered Office of the Company not less than FORTYEIGHT HOURS before the commencement of the meeting.

3) A Proxy need not be a member of the Company.

4) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by Proxy, shall beaccepted to the exclusion of the vote of the other joint holders. Seniority shall be determined by the order inwhich the names stand in the Register of Members.

5) The submission by a member of this form of proxy will not preclude such member from attending in personand voting at the meeting.

No Gifts, Gift Coupons, Cash in lieu of Gifts will be given at the AGM to any member.

$$


AJEL LIMITEDRegistered Office: 106 2nd Floor, Mhada shopping Complex, New Link Road,

Jogeshwari, Mumbai - 400102

PROXY FORM

[Pursuant to Section 105 (6) of the Companies Act, 2013 read with Rule 19 (3)

of the Companies (Management and Administration) Rules, 2014]

Name of the Member(s):

Registered address:

E-mail Id:

Folio No./Client ID:

DP ID:

I/ We being the member(s) of__________________________________________________shares of the above namedCompany hereby appoint:

(1) Name:

Address:

E-mail Id:Signature

or failing him

(2) Name:

Address:

E-mail Id:Signature

or failing him

(3) Name:

Address:

E-mail Id:Signature

as my/ our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 23rd Annual General

Meeting of the company, to be held on the Friday the 29th day of September, 2017 at Garden Banquets,

Junction Of J P Road & Veera Desai Road, Andheri West, Mumbai - 400058 and at any adjournment thereof in

respect of such resolutions as are indicated below:


S.No Resolution For Against

1. To receive, consider and adopt the audited financial statements of the Companyfor the financial year ended 31st March, 2017, the Reports of the Board ofDirectors and the Auditors thereon and the Audited Consolidated FinancialStatements of the Company for the financial year ended March 31, 2017 andthe Report of the Auditors thereon

2. To appoint a Director in place of Mr. Srinivas Arikatla, who retires by rotationand, being eligible, offers himself for re-appointment.

3. To appoint M/s. Naresh Dinesh & Associates, Chartered Accountants, asStatutory Auditors of the Company for a period of 5 (Five) years.

Special Business

4. To Re-Appoint Mr. Srinivasa Reddy Arikatla as Chairman and Managing Directorfor the further period of 3 (Three) years.

* Applicable for investors holding shares in Electronic form.

Signed this 29th day of September, 2017

Signature of the Shareholder________________________

Signature of first proxy holder Signature of second proxy holder Signature of third proxy holder

Note: 1. This form of proxy in order to be effective should be duly completed and deposited at the RegisteredOffice of the Company not less than 48 hours before the commencement of the Meeting.

2. The proxy need not be a member of the company

Affix

Revenue

Stamp

ROUTE MAP TO VENUE OF AGM

Garden Banquets, Junction Of J P Road & Veera Desai Road, Andheri West,

Mumbai - 400058, Maharashtra.