DIRECTORS' REPORT

To,

The Members,

ALLIED DIGITAL SERVICES LIMITED

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

2. RECENT DEVELOPMENTS:

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

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

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

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

• Robust business growth in the United States of America;

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

3. OUTLOOK:

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

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

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

4. DIVIDEND:

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

5. CONSOLIDATED FINANCIAL STATEMENT:

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

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

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

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

7. TRANSFER TO RESERVES:

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

8. MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR:

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

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

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

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

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

B. SUB-RULE 3 (B) PERTAINING TO TECHNOLOGY ABSORPTION

The sub rule is not applicable to the company.

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

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

10. MANAGEMENT DISCUSSION AND ANALYSIS:

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

11. ANNUAL RETURN:

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

12. FIXED DEPOSITS:

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

15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

A new concept of 'Familiarisation programme for Independent Directors' has been introduced by Clause 49. As per Clause 49(II) (B) (7) of the Equity Listing Agreement:

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

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

16. COMMITTEES OF BOARD:

I. Nomination and Remuneration Committee:

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

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

a) Composition of the Committee:

The Composition of the Committee is as under :

Chairman : Dr. Shrikant Parikh- Non- Executive and Independent Director Members : 1. Prof. Venugopal Iyengar - Non-Executive and Independent Director

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

b) Terms of reference of the Committee, inter alia, includes the following: To approve the Remuneration Plan of the Company;

To review and grant increments to Executive / Managing Director;

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

c) Attendance at the Remuneration Committee Meetings :

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

d) Disclosure of Remuneration paid :

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

Nomination and Remuneration Policy

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

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

II. Audit Committee:

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

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

a) The Composition of the Committee is as under:

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

Members : 1. Prof.Venugopal Iyengar- Non-Executive & Independent Director 2. Mr. Prakash Shah- Executive Director The Board of Directors constituted the Audit Committee in the year 2007. The Audit Committee for the accounting year comprises of following two non-executive and independent directors and one executive director who have financial / legal / accounting acumen to specifically look into the internal controls and audit procedures.

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

b) Meetings :

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

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

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

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

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

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

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

5. Scrutiny of inter-corporate loans and investments;

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

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

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

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

III. INVESTORS /SHAREHOLDER'S GREIVANCE COMMITTEE:

a) Composition:

Chairman: Prof. Venugopal Iyengar-Non-Executive & Independent Director Member: 1) Mr. Prakash Shah-Executive Director

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

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

C) Compliance Officer:

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

d) Investors' / Shareholders' Grievance Redressal:

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

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

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

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

. Transfer /Transmission of shares;

. Redressal of the Complaints of the share holders;

. Issue of duplicate share certificates;

. Review of shares dematerialized and all other related matters;

. Monitors expeditious redressal of investors' grievances;

. Non receipt of Annual Report and declared dividend;

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

. All other matters related to shares.

III. COMPENSATION COMMITTEE:

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

a) Constitution and Composition of Committee :

Chairman : Mr. Nitin Shah- Chairman & Managing Director

Members:

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

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

b) Meeting of the Compensation Committee:

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

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

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

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

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

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

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

IV. MANAGEMENT COMMITTEE :

a) Constitution and Composition of Committee:

The Board constituted Management Committee on April 28th, 2009 comprising of Mr. Nitin Shah, Chairman and Managing Director as Chairman, Mr. Prakash D. Shah and Mr. Paresh Shah as Members of the Committee.

b) Meeting of the Management Committee:

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

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

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

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

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

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

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

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

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

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

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

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

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

To authorize company's executives to defend civil suits filed by third parties against the company; Other general day-to-day affairs of the Company

V. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE :

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

The Composition of this Committee is as under.

Chairman: Ms. Shubhada Jagirdar

Members: Mr. Prakash Shah

Dr. Shrikant Parikh

Corporate Social Responsibility (CSR) Initiatives:

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

23. LISTING FEES :

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

24. THE VIGIL MECHANISM :

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

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

25. QUALIFICATION GIVEN BY THE AUDITORS:

(a) QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

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

(b) QUALIFICATION GIVEN BY THE SECRETARIAL AUDITOR:

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

26. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

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

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

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

c. leasing of property of any kind;

d. availing or rendering of any services;

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

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

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

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

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

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

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

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

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

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

28. LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY:

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

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

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

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

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

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

29. STATUTORY AUDITOR:

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

30. INTERNAL AUDITOR:

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

31. SECRETARIAL AUDITOR

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

32. ESOP 2010:

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

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

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

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

34. DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

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

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

d) The directors had prepared the annual accounts on a going concern basis;

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

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

35. PARTICIPATION IN THE GREEN INITIATIVE:

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

36. CORPORATE GOVERNANCE CERTIFICATE:

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

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

37. AWARDS AND RECOGNITION:

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

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

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

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

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

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

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

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

ACKNOWLEDGEMENT :

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

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

For and on behalf of the Board

Sd/- Nitin D. Shah

Chairman & Managing Director DIN: 00189903

Sd/- Prakash D. Shah

Executive Director- Commercial

DIN: 00189842

Place : Mumbai

Date : 29th May, 2015