athena · 4 26 201718 notice notice is hereby given that the 26th annual general meeting of the...

DATE: 28TH SEPTEMBER, 2018

To

Corporate Relationship Department BSE LIMITED P J Towers, Dalal Street,

Mumbai-400001

Dear Sir,

SUB: - Outcome of the 26 th Annual General Meeting and Vot ing Results SCRIP CODE: 517429

,., Athena K'lowleoge Performance

With reference to the Above Cited Subject, we would like to submit the following

information/documents with regard to the 26 t h Annual General Meeting of the Company

1. Summary of proceedings as required under Regulation 30, Part-A of Schedule -III of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations as Annexure-I

2. Voting results as required under Regulation 44 of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations as Annexure -11.

3. Report of Scrutinizer dated 28 th September 2018, Pursuant to Section 108 of the Companies Act,

2013 and Rule 20(4) (xii) of the Companies (Management and Administration) Rules, 2014 . As

Annexure - III.

4. Annual Report for the financial year 2017-18 as required under Regulation 34 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations duly approved and adopted by the

members as per the provisions of the Companies Act, 2013 . as Annexure -IV.

This is for the information and necessary records

Yours Truly,

ATHENA GLOBAL TECHNOLOGIES LIMITED

M Satyendra

Managing Director

DIN: 01843557

Athena G abal Technolag'es Limited. ClN L7 4140TG1992PLC014182

Regd Off . NCC Building. 3rd noar , Western Wing, Madhapur. Hy derabad-500081 INDIA

Ph + (91) 40 23119633 Fax + (91) 40 23119614 wwwathenaglobaltechnologles.com E-mail: info@athenaglobaltechnologiescom

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Athena Global Technologies Limited 26th Annual Report 2017-18

26th

ANNUAL REPORT2017-18

ATHENA GLOBAL TECHNOLOGIES LIMITED(Formerly known as: VJIL Consulting Limited)

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Contents P. No.

1. Corporate Information 3

2. Notice 4

3. Directors’ Report 12

4. Annexure to Director’s Report 19

5. Report on Corporate Governance 24

6. Auditors’ Report 58

7. Balance Sheet 65

8. Statement of Profit & Loss Account 66

9. Cash Flow Statement 67

10. Notes to financial statements 70

Consolidated Financial Statements

11. Auditor’s Report on Consolidated Financial Statements 104

12. Consolidated Balance Sheet 109

13. Consolidated Profit & Loss account 110

14. Consolidated Cash Flow Statement 111

15. Notes to Financial Statements 114

16. Attendance Slip 149

17. Proxy Slip 151

18. Route Map 153

26TH ANNUAL GENERAL MEETINGFriday 28th Day of September, 2018

AT 10.00 AM,At Tyagaraya Gana Sabha, Chikkadpalli, Hyderabad,

Telengana - 500095

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CORPORATE INFORMATION

BOARD OF DIRECTORS

MR. M.SATYENDRA : Chairman and Managing DirectorMRS. M. SUNITHA : Woman DirectorMR. J S S MURTHY : DirectorMR. RAJESH KATRAGADDA : DirectorMR. PRUDVI RAJU MANTHENA : Director

CHIEF FINANCIAL OFFICER (CFO)

MRS. M.SUNITHA

REGISTERED OFFICE:3rd Floor Western Wing, NCC HouseSurvey No-64, Madhapur, Hyderabad, Telangana -500081CIN: L74140TG1992PLC014182Web: www.athenaglobaltechnoligies.com

SECRETARIAL CONSULTANTSM/s. P.S Rao & AssociatesCompany Secretaries,6-3-347-22/2, Flat-10, 4th Floor, Iswarya Nilayam, Dwarakapuri ColonyOpp: Saibaba temple, Punjagutta,Hyderabad, Telangana - 500082

INTERNAL AUDITORDendukuri Associates

STATUTORY AUDITORSRamanatham & RaoChartered AccountantsP.B.No.2102, FLAT#302,Kala Mansion, Sarojini Devi Road,Secunderabad - 500003.

REGISTRAR & SHARE TRANSFER AGENTBigshare Services Private LimitedFlat No. 306, Right Wing, 3rd FloorAmrutha Ville Apt., Opp.Yashodha Hospital,Raj Bhavan Road, SomajigudaHyderabad – 500082

LISTED AT:BSE Limited

BOARD COMMITTEES:

AUDIT COMMITTEE: NOMINATION & REMUNERATIONCOMMITTEE:

STAkEHOLDERS RELATIONSHIP COMMITTEE:

Mr. Prudvi Raju Manthena (Chairman)

Mr. Rajesh Katragadda Member

Mr. Satyendra Manchala Member



Mr. J S S Murthy Member



Mr. M. Satyendra Member

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NOTICENotice is hereby given that the 26th Annual General Meeting of the members of the company will be held on Friday, 28th September, 2018 at 10.00 A.M. at Tyagaraya Gana Sabha, Chikkadpalli, Hyderabad, Telangana - 500095 to transact the following business:

ORDINARY BUSINESS:

1) To receive, consider and adopt the Audited Balance Sheet of the company as at 31.03.2018 and the Statement of Profit and Loss for the year ended on that date and the Report of the Board of Directors’ and the Auditor’s report thereon.

2) To appoint a director in place of Mrs. M Sunitha (DIN: 06741426), who retires by rotation and being eligible, offers herself for re-appointment.

SPECIAL BUSINESS:

3) APPOINTMENT OF MR. PRUDVI RAJU MANTHENA AS INDEPENDENT DIRECTOR:

To consider and if thought fit, to pass with or without modification the following resolution as SPECIAL RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and other applicable rules, if any, Mr. Prudvi Raju Manthena (DIN: 07818747), whose term as the Independent Director of the Company expires at the ensuing Annual General Meeting and who has submitted a declaration that he meets the criteria of Independence as provided in Section 149(6) of the Companies Act, 2013, be and is hereby re-appointed as an Independent Director of the Company to hold office for a period of Five (5) year from the ensuing Annual General Meeting till the conclusion of 31st Annual General Meeting.”

By order of the Board ATHENA GLOBAL TECHNOLOGIES LIMITED Sd/- M. SATYENDRA Chairman & Managing Director DIN: 01843557

Place: HyderabadDate: 14.08.2018

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NOTES:

1. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote on his / her behalf and the proxy need not be a member of the company. The instrument of proxy, in order to be effective, should be deposited at the registered office of the company, duly completed and signed, not later than 48 hours before the commencement of the meeting. A proxy form is annexed to this report. Proxies submitted on behalf of limited companies, societies, etc., must be supported by an appropriate resolution / authority, as applicable.

2. Corporate members intending to send their authorized representatives to attend the meeting are requested to send to the company a certified copy of board resolution authorizing their representative to attend and vote on their behalf at the meeting.

3 The Explanatory Statement pursuant to section 102 of the Companies Act, 2013, which sets out details relating to special business at themeeting, is annexed hereto.

4. The Register of the members and share transfer books of the Company will close from Saturday 22nd September, 2018 To Friday 28th September, 2018 (both day inclusive) for the purpose of 26th Annual General Meeting.

5. The Securities and 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, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the Company / STA

6. Pursuant to the requirement of SEBI (Listing Obligations and Disclosures Requirement) Regulation), 2015 the Company declares that, the equity shares of the Company are listed on the Stock Exchange at BSE.

7. Members are requested to quote ledger folio number in all their correspondence to avoid delay in communication.

8. Members are advised to consolidate their ledger folios where they are holding shares in different folios in the same name/sequence of names.

9. Electronic copy of the Annual report is being sent to all the members whose email IDs are registered with the Company/Depository Participants(s) unless any member has requested for hard copy of the same. For members who have not registered their email address, physical copies of the Annual report is being sent in the permitted mode.

10. Members desirous of obtaining any information on the Annual Accounts of the company are requested to write to the company at least 7 working days before the date of the meeting to enable the company for the compilation of the required information.

11. Members who hold shares in physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest

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to avail of the nomination facility. Members holding shares in dematerialized form may contact their respective depository participant(s) for recording nomination in respect of their shares.

12. Members/Proxies are requested to bring the attendance slip filled in for attending the Meetingand copy of Annual Report with them to attend the Meeting. Members are requested to come to the venue of the meeting well in advance for registration. No registration will be entertained after fifteen minutes from the scheduled time of the commencement of the meeting. The Proxy Form and the Attendance slip are enclosed with this notice.

13. To promote green initiative, members are requested to register their e-mail addresses through their Depository Participants for sending the future communications by e-mail. Members holding the shares in physical form may register their e-mail addresses through the RTA, giving reference of their Folio Number.

14. Voting through electronic means

a. 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 members facility to exercise their right to vote at the 26th Annual General Meeting (AGM) by electronic means and the business may be transacted through e-Voting Services provided by Central Depository Service (India) Limited (CDSL):

b. Commencement of e - voting: From 10.00 A.M. on Tuesday 25th September, 2018 to 05.00 P.M. on Thursday 27th September, 2018

c. E-voting shall not be allowed beyond 05.00 P.M. on Thursday 27th September, 2018. During the e-voting period, shareholders of the Company, holding shares either in physical form may cast their vote electronically.

d. The login ID and password for e-voting along with process, manner and instructions for e-voting is being attached at the end of the Annual Report.

e. The Company has appointed Mr. Jineshwar Kumar Sankhala, (M/s. P S Rao & Associates), Practicing Company Secretary, Hyderabad as Scrutinizer for conducting the e-voting process for the Annual General Meeting in a fair and transparent manner

A. The instructions for shareholders voting electronically are as under:

(i) The shareholders should log on to the e-voting website www.evotingindia.com.

(ii) Click on Shareholders.

(iii) 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.

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(iv) Next enter the Image Verification as displayed and Click on Login.

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

(vi) 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 for both demat shareholders as well as physical shareholders)

• MemberswhohavenotupdatedtheirPANwiththeCompany/DepositoryParticipantarerequested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• Incasethesequencenumberislessthan8digitsentertheapplicablenumberof0’sbefore 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 RA00000001 in the PAN field.

• EntertheDividendBankDetailsorDateofBirth(indd/mm/yyyyformat)asrecorded

in your demat account or in the company records in order to login.

• Ifboththedetailsarenotrecordedwiththedepositoryorcompanypleaseenterthemember id / folio number in the Dividend Bank details field as mentioned in instruction (iv).

(vii) After entering these details appropriately, click on “SUBMIT” tab.

(viii) 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 required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

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

(x) Click on the EVSN for the relevant Company i.e.., Athena Global Technologies Limited on which you choose to vote.

(xi) 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 the Resolution and option NO implies that you dissent to the Resolution.

(xii) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

Dividend Bank Details

Or Date of Birth (DOB)

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

(xiv) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xvi) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & entering the details as prompted by the system.

(xvii) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles. The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xviii) Note for Non – Individual Shareholders and Custodians

• Non-Individualshareholders(i.e.otherthanIndividuals,HUF,NRIetc.)andCustodianare required to log on to www.evotingindia.com and register themselves as Corporates.

• AscannedcopyoftheRegistrationFormbearingthestampandsignoftheentityshouldbe emailed to [email protected].

• AfterreceivingthelogindetailsaComplianceUsershouldbecreatedusingtheadminlogin and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

• Thelistofaccountslinkedintheloginshouldbemailedtohelpdesk.evoting@cdslindia.com and on approval of the accounts they would be able to cast their vote.

• AscannedcopyoftheBoardResolutionandPowerofAttorney(POA)whichtheyhaveissued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

B. In case of members receiving the physical copy of notice of 26thAnnual General Meeting by courier (for members whose e-mail ids are not registered with the Company/Depositories):

i. Please follow all the steps from S.No.(i) to S.No. (xvii) to cast vote.

C. General Instructions:

(i) The voting rights of Members shall be in proportion to the shares held by them in the paid-up equity share capital of the Company as on 22nd September, 2018.

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(ii) Members can opt for only one mode of voting, i.e., either by venue voting or e-voting. In case Members cast their votes through both the modes, voting done by e-voting shall prevail and votes cast through venue voting will be treated as invalid.

(iii) Members who do not have access to e-voting facility have been additionally provided the facility through Ballot Form. They may send duly completed Ballot Form to the Scrutinizer, Mr. Jinesh Kumar Sankala, Practising Company Secretary at the Registered Office of the Company so as to reach on or before the conclusion of the 26thAnnual General Meeting or can carry the same to the AGM and deposit in the Ballot Box during the Meeting.

(iv) The facility for voting through polling paper shall also be made available at the meeting and the members attending the meeting who have not already cast their vote by e-voting shall be able to exercise theirright at the meeting.

(v) The member who cast their vote by e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again.

(vi) The Scrutinizer, after scrutinising the votes cast at the meeting through poll and through remote e-voting will, not later than three days of conclusion of the Meeting, make a consolidated scrutinizer’s report and submit the same to the Chairman. The results declared along with the consolidated scrutinizer’s report shall be placed on the website of the Company www athenaglobaltechnologies.com and on the website of www.cdslindia.com. The results shall simultaneously be communicated to the Stock Exchanges.The result of the voting on the Resolutions at the Meeting will be announced by the Chairman or any other person authorized by him within two days of the AGM.

15. Brief profile of the directors (seeking appointment/re-appointment) as per SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, is attached as an annexure to this notice.

16. The Route Map of the venue of AGM is given at the last page of Annual Report.

By order of the Board of Directors ATHENA GLOBAL TECHNOLOGIES LIMITED Sd/-Place: Hyderabad M. SATYENDRA Date: 14.08.2018 Chairman & Managing Director DIN: 01843557

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT,2013

Item No.3:

Mr. Prudvi Raju Manthena who was appointed for a term of One year as a Independent Director of the Company in the previous Annual General Meeting, expires at the ensuing Annual General Meeting. The Company has received a declaration from him stating that he is not disqualified to be re-appointed as the Independent Director.

He is Bachelors of Engineering (Electronics & Communication), MS (Computer Sciences) and presently pursuing LLB degree. He is having more than 16 years of experience in Software Development, About 6 years of Experience as Techno-legal expert and presently working with NCC Ltd.

Further, in terms of Section 149 read with Schedule IV of the Companies Act, 2013, the Board of Directors has reviewed the declaration made by Mr. Prudvi Raju Manthena and under SEBI (LODR) Regulation. He possesses appropriate skills, experience and knowledge, inter alia, in the field of software development that he meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013, and the Board is of opinion that he fulfills the conditions specified in the Companies Act, 2013 and the rules made there under and is independent of the management.

In terms of section 149(10) of the Companies Act, 2013, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company but shall be eligible for reappointment on passing of a special resolution by the company for a further period of up to five years. In view of the above provisions, the proposal for the re-appointment of Mr. Prudvi Raju Manthena as Independent Director, not liable to retire by rotation, for a period of five year has been put up for the approval of shareholders.

Accordingly, your Directors recommend the Resolution for the approval of the shareholders re-appointing Mr. Prudvi Raju Manthena as an Independent Director of the company, not liable to retire by rotation, for a period of Five year.

Save and except Mr. Prudvi Raju Manthena and his relatives, to the extent of their shareholding interest, if any, in the Company, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in the resolution.

The Board commends the Special Resolution set out at Item No. 3 of the Notice for approval by the shareholders.

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Details of Director retiring by rotation / seeking re-appointment at the meeting.

Name of the Director Smt. Sunitha Manchala Mr. Prudvi Raju Manthena

Date of first appointment 06.11.2014 29.05.2017

Date of birth/age 06/09/1974 19.08.1970

Expertise in specific functional areas Finance Software

Educational qualification B.A 1.Bachelors of Engineering (Electronics & Communication) 2. MS(Computer Sciences) 3. Presently pursuing LLB

Chairman/member of the committees of NIL 1.Audit committeeboard of Directors of the company 2. Nomination and Remuneration Committee 3. Stakeholders Relationship Committee

List of Directorships (excluding private limited), Committee NIL NILChairmanship, Membership held inother companies as on date

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DIRECTORS’ REPORTTo,The Members,

Your Directors are pleased to present the 26th Annual Report of your company together with the Audited Balance Sheet and Statement of Profit and Loss of the company for the financial year ended 31.03.2018

1. FINANCIAL HIGHLIGHTS:

Financial results for the year under review and as well as previous year are as follows. (Rupees in Lakhs)

Standalone Consolidated

Particulars Year Ended Year Ended Year Ended 31.3.2018 31.3.2017 31.3.2018Revenue from Operations 789.11 1057.86 798.55Other income 429.61 110.28 429.61Total Income 1218.72 1168.14 1228.16Expenditure 1166.1 1474.94 1200.56PBDIT 52.62 (306.8) 27.60Depreciation (25.56) (26.89) (26.40)Interest (8.06) (7.58) (8.58)Profit Before Tax (PBT) 19.00 (341.27) (7.38)Exceptional items - - -Tax Expense a. current Tax 3.87 -- 3.87b. Deferred Tax (37.50) 1.87 (44.66)

Profit After Tax (PAT) 52.63 (343.14) 33.41

2. STATE OF COMPANY’S AFFAIRS:

During the financial year under review, your Company has achieved total income of Rs. 789.11 lakhs as against the previous year income of Rs. 1057.86 lakhs and recorded net profit of Rs. 52.63 lakhs for financial year 2017-18 when compared to a net loss of Rs. 343.14 lakhs during the previous year

3. DIVIDEND:

Due to inadequacy of profit, the directors of your Company do not recommend any dividend for the financial year 2017-18.

4. FIXED DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from the its member and public during the Financial Year.

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5. MEETINGS:

During the year under review, Five board meetings were held. The maximum time gap between any two consecutive meetings was within the period prescribed under Companies Act, 2013.

The Board Meeting dates are 29th May 2017, 05th September 2017, 11th December 2017, 09th February 2018, and 28th March 2018.

6. SUBSIDIARIES

The Company has one subsidiary i.e M/s Medley Medical solutions Private Limited.

The Statement containing the salient feature of the financial statement of subsidiaries as per sub-section (3) of Section 129 of the Companies Act, 2013 in Form AOC-1 is herewith annexed as ‘Annexure I’ to this report.

7. BOARD EVALUATION

The Board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

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

The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

8. DIRECTORS AND kEY MANAGERIAL PERSONEL:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. M Sunitha (DIN: 06741426) retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Ms Divya Agarwal, Company Secretary has resigned w.e.f 30th day of May, 2018

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9. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from all the Independent Directors under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) and SEBI (LODR) Regulations, 2015.

10. COMPOSITION OF BOARD COMMITTEES

We have in place all the Committees of the Board which are required to be constituted under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A detailed note on the Board and its committees is provided under the Corporate Governance Report section in this Annual Report The Composition of various Committees of the Board is hereunder:

Audit CommitteeMr. Prudvi Raju Manthena Chairman

Mr. M. Satyendra Member

Mr. Rajesh Kartragadda Member

Nomination and Remuneration CommitteeMr. Prudvi Raju Manthena Chairman

Mr. J.S.S. Murthy Member

Mr. Rajesh Kartragadda Member

Stakeholders Relationship CommitteeMr. Prudvi Raju Manthena ChairmanMr. J.S.S. Murthy MemberMr. Rajesh Kartragadda Member

11. POLICY ON SEXUAL HARASSMENT:

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the financial year ended 31st March, 2018, the Company has not received any Complaints pertaining to Sexual Harassment.

12. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has in place an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

13. STATUTORY AUDITORS AND AUDITORS REPORT:

M/s. Ramanatham & Rao, Chartered Accountants, were appointed as statutory auditors of the Company for a period of five years in the Annual General Meeting held on 27th September, 2017. They have confirmed that they are not disqualified to continue as Auditors of the Company.

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The Notes on Financial Statements referred to in the Auditors Report are self explanatory and do not call for any further comments.

Managements reply to the Auditors Qualification:

The Company has not provided interest in respect of outstanding long Term Borrowing of 127.65 lakhs as on 31st March, 2018.

The management is in discussion with the parties of unsecured loans for reduction/ waiver of interest and is in discussion with the parties of the unsecured loans for final Settlement in respect of the unsecured loans and is likely to be settle before the end of the next financial year in respect of the above referred amount. The impact on the accounts is not ascertained.

14. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Dendukuri associates, Chartered Accountants, Hyderabad, as the Internal Auditors of your Company. The Internal Auditors are submitting their Reports on quarterly basis pursuant to the provisions of section 138 and rule 13 of companies (Accounts) rules, 2014.

15. DIRECTORS’ RESPONSIBILITY STATEMENT:`

Pursuant to the requirement of Section 134(3) (c) of the Companies Act, 2013, and on the basis of secretarial audit received from the practicing company secretary and subject to disclosures in the Annual Accounts, as also on the basis of the discussion with the Statutory Auditors of the Company from time to time, and to the best of their knowledge and information furnished, the Board of Directors states:

i. That in preparation of the Annual Accounts for the year ended 31st March, 2018; all the applicable Accounting Standards Prescribed by the Institute of Chartered Accountants of India have been followed along with proper explanation relating to material departures, if any.

ii. That the Directors have adopted such accounting policies, as selected in consultation with Statutory Auditors, and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year ended 31st March, 2018.

iii. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Annual Accounts for the year ended 31st March, 2018, has been prepared on a going concern basis.

v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively

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16. RISk MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

17. VIGIL MECHANISM:

Pursuant to the provisions of section 177 (9) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (meetings of board and its powers) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) the Company has framed a Whistle Blower Policy to deal with instance of fraud and mismanagement, if any in the Group. The details of the Policy are explained in the Corporate Governance Report and also posted on the website of the Company.

18. CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 (1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility are Not applicable to the Company.

19. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of anybody corporate pursuant to Section 186 of the Companies Act, 2013. The Company has given advance against salary to some employees in terms of the applicable policies of the Company.

20. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

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

a. Your company has taken adequate internal control procedures by which the cost of electricity shall be identified with project and the company will provide an incentive for the concerned department which consumes optimum power.

No additional investments for reduction of Energy consumption were taken up during the year under review.

b. Technology absorption: Not Applicable

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c. Foreign Exchange Earnings & Outgo:

Foreign Exchange Earnings & Outgo: 2017-18 2016-17 (Figures in Lakhs) (Figures in Lakhs)

Foreign Exchange Earnings 789.11 895.85

Foreign Exchange Outgo 382.33 351.24

22. RELATED PARTY TRANSACTIONS:

Company has entered into the Related Party Transactions during the year enclosed in the format of AOC-2 in Annexure-II

23. MANAGEMENT DISCUSSION AND ANALYSIS:

Aspects of Management Discussion and Analysis are enclosed as Annexure –lll to this report.

24. CORPORATE GOVERNANCE:

The Company has been making every endeavor to bring more transparency in the conduct of its business. As per the requirements of the per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a compliance report on Corporate Governance for the year 2017-18 and a Certificate from the Secretarial Auditors of the Company are furnished, which is enclosed as Annexure – IV to this Report.

25. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules framed there under, the Board of Directors, on recommendation of the Audit Committee, appointed M/s P S Rao and Associates, Practicing Company Secretaries to undertake the secretarial audit of the Company. The secretarial audit report issued by M/s P S Rao and Associates, Practicing Company Secretaries for the financial year ending 31st March, 2018 is given in the FORM NO: MR - 3 as Annexure (V) attached hereto and forms part of this Report. There are no qualifications, reservations or adverse remarks made by the secretarial auditor and the observation made is self-explanatory and requires no further explanation from the Board.

26. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in FORM MGT 9 is annexed herewith as “Annexure Vl” to this report

27. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is herewith annexed as ‘Annexure Vll’ to this report and Rule 5 (2) Of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, No employee of your company is in receipt of remuneration exceeding Rs.8,50,000 per month or Rs. 1,20,00,000 per annum during the Financial Year

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28. LISTING FEE:

Your Company’s shares are presently listed and traded on the BSE Limited; Your Company is regular in paying the listing fee to the BSE Limited.

29. ACkNOWLEDGEMENTS:

Your Directors place on record, their appreciation for the co-operation and support from The Bankers, Financial Institutions, the stockiest and distributors, Supplier and Customers.

Your Directors would also like to place on record their sincere appreciation and gratitude to the Shareholders, Central and State Government agencies etc for their Support and co-operation. Your Directors express their heartfelt gratitude to the Employees for their exceptional commitment and loyalty to the Company.

By order of the Board of Director ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-Place : Hyderabad M. Satyendra M. SunithaDate : 14.08.2018 Chairman & Managing Director Director (DIN: 01843557) (DIN:06741426)

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Annexure IForm 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 statements of subsidiary company as on31.03.2018.

Part “A”: Subsidiaries (Amount in Rupees)

Name of the Subsidiary Company Medley Medical Solutions Private Limited

Reporting Period for the Subsidiary 01.04.2017 to 31.03.2018concerned, if different from the holding company’s reporting period

Reporting Currency INR

Exchange Rate NIL

Capital 5,16,81,050

Reserves (1922209)

Total assets 73063626

Total Liabilities 73063626

Turnover 944141

Profit/Loss before taxation NIL

Provision for taxation NIL

Proposed Divident NIL

No of shares 51,68,105

Investment 100%

1. Names of subsidiaries which are yet to commence operations- NIL

2. Names of subsidiaries which have been liquidated or sold during the year - NIL

Part “B”: Associates and Joint Ventures: NA

For and on behalf of the Board

Sd/- Sd/- M. SATYENDRA k. RAJESH Chairman & Managing Director Director (DIN : 01843557) (DIN : 02727491) Sd/- Sd/- M. SUNITHA DIVYA AGRAWAL Chief Financial Officer Company Secretary (DIN : 06741426) (M. NO. : 48143)

FOR RAMANATHAM & RAOChartered Accountants

Sd/-k.SREENIVASAN PartnerM.No.206421

Place : HyderabadDate : 14.08.2018

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Annexure IlParticulars of contracts / arrangements made with related parties

[Pursuant to Clause (h) of Sub-section (3) of Section 134 of the Companies Act,2013, and Rule 8(2) of the Companies (Accounts) Rules, 2014 – AOC-2]

This Form pertains to the disclosure of particulars of contracts / 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 proviso thereto.

Details of contracts or arrangements or transactions not at arm’s length basis: There were no contracts or arrangements or transactions entered into during the year ended March 31, 2018, which were not at arm’s length basis.

Details of material contracts or arrangement or transactions at arm’s length basis:

The details of material contracts or arrangement or transactions at arm’s length basis for the year ended March 31, 2018 are as follows:

The Company has transactions with the following related parties:

a) key Management Personnel: M. Satyendra : Managing director

b) Subsidiary Company : Medley Medical Solutions Private Limited w.e.f. 26th August, 2016

c) Associate Entity in which Directors have Substantial Interest: Vishwashree Enterprises Pvt Ltd

The following transactions are carried out with related parties in the course of business:

Particulars Subsidiary key managerial Associate Relatives of key Companies. Persons Entities in managerial which Directors Persons have Substantial Interest

Remuneration - 35,90,800 - -

Loans Received - 37,48,465 18,87,500 -

Loans Repaid - 36,94,000 18,60,000 -

Outstanding as on 31.3.2018 - 54465 27,500 -

By order of the Board of Director ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-Place: Hyderabad M. Satyendra M. SunithaDate : 14.08.2018 Chairman & Managing Director Director (DIN: 01843557) (DIN: 06741426)

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Annexure IIIMANAGEMENT DISCUSSION & ANALYSIS

INTRODUCTION:

Software and computing technology is transforming businesses in every industry around the world in a very profound and fundamental way. The continued reduction in the unit cost of hardware, the explosion of network bandwidth, advanced software technologies and technology-enabled services are fuelling the rapid digitization of business processes and information. Traditional business models are being disrupted in every industry with digital and software-based business models. This disruption is characterized by highly desirable user experiences, an extreme scale-of-cost performance that has become available in computing infrastructure and disintermediation of the supply chain. Leveraging technologies and models of the digital era to both extend the value of existing investments and, in parallel, transform and future-proof their businesses is increasingly becoming a top priority for business leaders. This duality – to renew existing core businesses and innovate new businesses – is the essence of what companies are faced with as strategic imperatives today.

OVERVIEW OF THE INDUSTRY:

Information Technology (IT) has been one of the key driving forces fuelling India’s economic growth. The Indian IT Services exports have been consistently outperforming the global technology growth and have recovered well after the global financial meltdown in 2008-09. Thriving on India’s vast pool of low-cost technology graduates, Indian IT players penetrated developed markets, fiercely competing with global IT behemoths. In the late 1990s and early next decade, Indian IT players started to distinguish themselves from ‘sources of cheap labour’ to ‘strategic partners’, providing end-to-end services to their clients, adding capabilities such as Business Process Management, Digital Services and IT Consulting to their offerings kitty. Of late the industry is facing the heat of global slowdown, shrinking technology budgets, rising uproar over outsourcing in the developed markets, operational level challenges like wage inflation and attrition. However, the industry has always been resilient and agile to transform itself to overcome the challenges. Indian IT spending in 2017-18 is expected to end at USD 79.8 billion, up 14.2% from 2016. It is further expected to grow over 9% to USD 87.1billion in 2018. According to the Edelweiss report on Information Technology ‘Digital drive: The race begins’, the domestic IT players are expected to witness a positive momentum owing to the increasing digitization drive

GLOBAL ECONOMIC REVIEW 2017-18:

International Monetary Fund’s (IMF) World Economic Outlook anticipated a pick-up in global growth in 2017-18. In-line with this forecast, the world economy grew by 3.7% in 2017-18 as against 3.2% growth in 2016-17. The upward revision is due to a notable uptick in the economic performances of Europe and Asia. The world output is projected to grow at 3.9% in 2018 and 2019. This increased growth is likely to emanate from improved global growth momentum and the expected impact of the recently approved US tax policy changes. World trade has grown strongly in H2FY18, supported by a pickup in investment, particularly among advanced economies, and increased manufacturing output in Asia with strong consumer confidence.

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OPPORTUNITIES, THREATS, RISkS AND CONCERNS:

India has been and remains the most favored offshore location for Technology Services. India is ranked at the top, ahead of China, Czech Republic and Philippines for offshore IT services.

USA is the biggest market for Indian Software and BPO Industry. However, due to economic slowdown, it has cut down expenditure on technology drastically. According to the PwC Global 100 Software Leaders report, India ranks fifth among the emerging markets based on revenues. The IT/ ITeS sector has led to, both direct and indirect, of nearly 2.8 million and around 8.9 million respectively. This growth is expected to increase to more than 14 million (direct and indirect) by 2015 and to around 30 million by 2030.

Risk management is an important aspect of our lives. We are exposed to risks, both in terms of threats to service provision and from the potential of lost opportunities. It is essential that of late, businesses should continue to demonstrate their unswerving commitment to consider implications arising out of the potential risks to meet client requirements and maintain their faith in the Operational Excellence of their teams and service providers. The International Monetary fund had projected slow growth in the advanced economies between 2012 - 2017.

ATHENA GLOBAL focuses on IT core activities i.e., enterprise information management, enterprise integration services, Data Ware housing services. Its clients include organizations from various sectors of the economy such as financial, healthcare, oil, and pharmaceuticals, retail, business services, education, IT and government.

GROWTH IN DOMESTIC MARkET:

According to IMF, India’s GDP is projected to increase from 6.7% in 2017 to 7.4% in 2018 and 7.8% in 2019. The growth will be largely driven by strong private consumption as well as fading transitory effects of the currency exchange initiative and implementation of the national Goods and Services Tax (GST). Over the medium term, growth is expected to gradually rise with continued implementation of structural reforms that raise productivity and incentivise private investment. It will consolidate country’s position as the world’s fastest growing economy, widening the gap with China. The conditions with respect to the Indian economy also thus tend to one of cautious optimism with some volatility in short term business and economic performance.

INTERNAL CONTROLS AND THEIR ADEQUACIES:

The Internal Control System comprises of exercising controls at various stages and is established in order to provide reasonable assurance for:

• SafeguardingAssetsandtheirUsage,• MaintenanceofProperAccountingRecordsand• AdequacyandReliabilityoftheInformationusedforcarryingonBusinessOperations.

The key elements of the system are as follows:

a) Existence of clearly defined Organizational Structure and Authority.b) Existence of Corporate Policies for Financial Reporting and Accountingc) Existence of Management Information System updated from time to time as may be required.d) Existence of Annual Budgets and Long Term Business Plans.e) Periodical Review of Opportunities and Risk factors depending on the global/Domestic scenario and to undertake measures as may be necessary.

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HUMAN RESOURCES / INDUSTRIAL RELATIONS HUMAN RESOURCES STRATEGY:

The Human Resources (HR) strategy is focused on creating a performance-driven environment in the company, where innovation is encouraged performance is recognized and employees are motivate to realize their potential.HR is the core of the company, influencing change, building cultures and capabilities. The HR processes are continuously evolving and aligning with the changing business requirements. HR is structured into the specialized business units to enable them respond to the needs of their customers and get more strategic advantage.

FUTURE OUTLOOk

According to Gartner, the worldwide IT spending is projected to reach $3.74 trillion in 2018, an increase of 6.2% from 2017. The growth will be largely driven by the declining U.S Dollar causing currency tailwinds. Since 2007, this is the highest annual growth rate that Gartner has projected, indicating an IT growth cycle. While in India, the IT spending is projected to reach $87.1 billion in 2018, an increase of 9.2% from $79.7 billion spending in 2017. This growth will be largely driven by adaptation of digital platforms like Cloud computing, data analytics, Blockchain, Artificial Intelligence (AI) and robotics. While new U.S tax policy is expected to help in reducing tax burden to Indian IT vendors, strict work visa in significant markets like the US and UK still remains a major concern for the IT industry.

As highlighted in the economic and industry review, external factors such as world economy, geo political and policy environment is likely to be a mixed bag with no net impact on performance potential. The Indian IT players have made a transition to remain relevant, skilled and strategic partners to their customers. The overall IT industry and Indian IT services business is expected to show a moderate growth trend.

To further sustain and nurture this growth potential, the Company will be taking critical new initiatives going forward. Continued investments in talent development, enhanced infrastructure and an accent on new approaches based on design thinking capability built across organizational levels will be invested during the next fiscal. Strategic mergers and acquisitions that add leverage to the Company’s growth potential will also remain on the radar. The Company is well placed to sustain its performance trend going ahead.

The Company has good prospectus in the Comings financial year and management is confident of getting new projects.

By order of the Board of Directors ATHENA GLOBAL TECHNOLOGIES LIMITED

Sd/- Sd/-Place: Hyderabad M. Satyendra M. SunithaDate : 14.08.2018 Chiarman & Managing Director Director (DIN: 01843557) (DIN: 06741426)

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Annexure –IVREPORT ON CORPORATE GOVERNANCE

1. Brief statement On Company’s philosophy on code of governance.

Athena Global Technologies does believe and Practice Good Corporate Governance. The Company’s essential character is shaped by the very value of transparency, customer satisfaction, integrity, professionalism and accountability. The Company Continuously endeavors to improve on these aspects. The management follows the principle of fair representation and full disclosure in all its dealings and communications. The Board view Corporate Governance in its widest sense. The main objective is to create and adhere to a corporate culture of conscience and consciousness, transparency and openness and to develop capabilities to attain the goal of sustainable value creation.

We are committed to upgrade our systems, processes and disclosure norms to achieve high standards of Corporate Governance.

2. BOARD OF DIRECTORS:

a) Composition of Board of Directors:

At present, the strength of the Board is five Directors. The Board comprises of 1 Executive and 1 Non-Executive Director and 3 Non Executive & Independent Directors.

S. No Director Category Attendance Attendance in As on Date at AGM held Board Meeting on 27.09.2017 Held Attendance No. of Committee Committee Other chairman- member- director ship ship ships

1 Mr. M. Satyendra Chairman cum YES 5 5 2 Nil 2 Managing Director2 Mrs. M.Sunitha Non-Executive Director YES 5 5 2 Nil Nil3 Mr. Prudvi Raju Manthena* Non-Executive & Independent Director NO 5 5 Nil 2 24 Mr.J S S Murthy Non-Executive & Independent Director NO 5 5 Nil Nil Nil5 Mr. Rajesh katragadda Non-Executive Independent Director YES 5 5 3 2 6

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2. Only Membership of Audit and Stakeholders Relationship Committees are considered.

b) Board meeting and attendance:

Six Board Meetings were held during the Financial Year and the gap between two board meetings did not exceed 120 days.

The dates on which meeting were held are as follows:

29.05.2017 05.09.2017 11.12.2017 09.02.2018 28.03.2018

c) Annual Evaluation by the Board:

The evaluation framework for the assessing the performance of Directors comprises of the following of the key areas:

I. Attendance of Board meeting and Board committee meetings II. Quality of contribution to Board deliberationsIII. Strategic perspectives or inputs regarding future growth of the companies and its performanceIV. Providing perspectives and feedback going beyond information provided by the managementV. Commitment to shareholder and other stakeholder interest

The Evaluation involves Self-Evaluation by the Board member and subsequently assessment by the board of directors. A member of the board will not participate in the discussion of his / her evaluation.

d) Familiarisation Programme for Independent Directors:

Regulation 25(7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Companies Act, 2013 mandates the Company to familiarize the Independent Directors with the Company by conducting training programmes.

The Familiarisation Programme is posted on the company’s website and can be accessed at on the Company’s Website at the link:

www.athenaglobaltechnologies.com

e) Relationship among Directors: Mr. M Satyendra, Managing Director – spouse of Mrs. M. Sunitha, Woman Director & CFO.

3. BOARD COMMITTEES: Currently, there are Three Board Committees – Audit Committee, Nomination and Remuneration Committee

and Stake holder Relationship committee. The terms of reference of board committees are determined by the Board from time to time. Meetings of each board, committee are convened by the chairman of the respective committees.

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The role and composition of these committees including the number of meetings held during the financial year and the related attendance are provided below:

i) AUDIT COMMITTEE:

a) Brief description of terms of reference:

The committee comprises of Non-executive and independent directors and has been formed to monitor and provide effective supervision of the financial control and reporting process. The terms of reference of committee covers the matters specified for audit committee under SEBI (LODR) Regulations, 2015 as well as section 177 of the companies Act, 2013. The inter- alia include review of the financial reporting process, internal audit process, adequacy of internal control systems, management audit and Risk management policies and also recommendation and appointment of statutory auditors and their remuneration.

Terms of reference:

The terms of reference of audit committee are as per the guidelines set out in the SEBI (LODR) Regulations, 2015 read with section 177 of the companies act 2013 and includes such other functions as may be assigned to it by the board from time to time.

i. Powers of the Audit committee:

F To investigate any activity within its terms of referenceF To seek information from any employeeF To obtain outside legal or other professional adviceF To secure attendance of outsiders with relevant expertise, if it consider necessary.

ii. Role of the Audit committee:

a) Oversight of company financial reporting process and disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.

b) Recommending to the board, the appointment and re-appointment and if required, the replacement or removal of auditors and fixation of audit fee.

c) Approval of payments to statutory auditors for any other services rendered by them.

d) Reviewing, with the management, the annual financial statements before submission to the board for approval, with particular reference to:

F Matter required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub section 3 of section 134 of companies act 2013.

F Changes, if any, in accounting policies and practices and reasons for the same.

F Major accounting entries involving estimates based on the exercise of Judgment by management

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F Significant adjustments made in the financial statements arising out of audit findings – compliance with listing and other legal requirements relating to financial statements.

F Disclosure of any related party transactions

F Review of draft auditor’s report, in particular qualifications / remarks / observations made by the auditors on the financial statements.

F Management Discussion and analysis of financial conditions and results of operations.

F Review of statement of significant related party transactions submitted by the management.

F Review of management letters / Letters of internal control weakness issued by the statutory auditors.

F Review of internal audit reports relating to internal control weaknesses.

F Review of appointment, removal and terms of remuneration of the chief Internal auditor.

F Reviewing, with the management, the quarterly financial statements before submission to the board for approval.

F Review of the financial statements of subsidiary companies.

F Review and monitor the auditors independence and performance and effectiveness of audit process.

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

F Scrutiny of inter corporate loans and investments.

F Valuation of assets and undertakings of the company, whenever it is necessary.

F Evaluation of internal financial controls and risk management systems.

F To look into reasons for substantial default in the payment to the shareholders (in case of non- payment of declared dividends) and creditors.

F Reviewing with the management, the statement of uses / applications of funds raised through an issue (Public issue, Rights issue, Preferential issue, etc) the statement of funds utilized for purposes other than those stated in the offer document / prospectus / Notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of public issue or Rights issue and making appropriate recommendations to the board to take up steps in this matter.

F Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal audit systems.

F Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

F Discussion with internal auditors of any significant findings and follow up there on

F Reviewing the risk management policies, practices and the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board.

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

F To review the functioning of the whistle Blower mechanism.

F Approval of appointment / re-appointment / Remuneration of CFO (or any other person heading the finance function or discharging that function) after assessing the qualifications and experience & background, etc. of the candidate.

F Carrying out any other function as may be mentioned in the terms and reference of the audit committee. The audit committee discharges its functions and obligations on regular basis and on the occurrence of the events.

b) Composition of Audit Committee

The Audit Committee of the Company consists of the following members:

S.No Name of the Director Designation

1 Mr. Prudvi Raju Manthena Chairman

2 Mr. Rajesh Katragadda Member

3. Mr. Satyendra Manchala Member

The committee met 4 times during the financial year 2017-18 on, 25.05.2017, 05.09.2017, 11.12.2017 and 09.02.2018 attendance of each Member of Committee is as follows.

S.No. Name of the Member Designation No of Meetings No of Meetings held during the Year attended

1 Mr. Rajesh katragadda Chairman 4 4

2 Mr. Prudvi Raju Manthena member 4 4

3 Mr. M. Satyendra Member 4 4

The role of the audit committee includes recommending the appointment and removal of the external auditor, discussion of the audit, plan, and fixation of audit fee and also approval of payment of fees for any other services.

Mr. Prudvi Raju Manthena was appointed as Chairman w.e.f 01st day of April. Mr. Rajesh Katragadda resigned as the Chairman w.e.f 01st day of April.

4. NOMINATION AND REMUNERATION COMMITTEE:

In terms of Section 178 of Companies act, 2013 the Board of Directors constituted Nomination and Remuneration Committee comprising of 3 Non-Executive Independent Directors

a) The terms of reference of the Remuneration Committee are as follows:

• FormulationofcriteriafordeterminingQualifications,Positiveattributesandindependenceofadirector and recommend to the board a policy, relating to the remuneration of the directors, Key Managerial Personnel and other employees.

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• Formulationofcriteriaforevaluationofindependentdirectorsandtheboard.

• DevisingapolicyonBoardDiversity.

• Identifyingpersonswhoarequalifiedtobecomedirectorsandwhomaybeappointedinseniormanagement in accordance with the criteria laid down, and recommend to the board their appointment and removal.

• ToRecommend/ReviewremunerationofKeyManagerialpersonnelbasedontheirperformanceanddefined assessment criteria.

• TodecideontheelementsofremunerationpackageofalltheKeyManagerialPersonneli.e.Salary,benefits, Bonus, Stock Options, Pensions, etc.

• Recommendationofanyfee/Compensationifany,tobepaidtoNon-Executivedirectorsincludingindependent directors of the board.

• Payment/revisionofremunerationpayabletomanagerialpersonnel

• Whileapprovingtheremuneration,thecommitteeshalltakeintoaccountfinancialpositionofthecompany, trend in the industry, qualification, experience and past performance of the appointee.

• Thecommitteeshallbeinapositiontobringaboutobjectivityindeterminingtheremunerationpackage while striking the balance between the interest of the company and shareholders.

• Anyotherfunctions/Powers/dutiesasmaybeentrustedbytheboardfromtimetotime.

The company has adopted a policy relating to the remuneration for directors, key managerial personnel and other employees of the company which is disclosed on the website of the company

Nomination and Remuneration Policy:

1. Introduction

Athena Global Technologies Limited believes that an enlightened Board consciously creates a culture of leadership to provide a long-term vision and policy approach to improve the quality of governance. Towards this, the company ensures constitution of a Board of Directors with an appropriate composition, size, diversified expertise and experience and commitment to discharge their responsibilities and duties effectively. The Company recognizes the importance of Independent Directors in achieving the effectiveness of the Board. The company aims to have an optimum combination of Executive, Non-Executive and Independent Directors.

The Company also recognizes the importance of aligning the business objectives with specific and measureable individual objectives and targets. The Company has therefore formulated the remuneration policy for its Directors, Key Managerial Personnel and other employees keeping in view the following objectives:

a) Ensuring that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate, to run the Company successfully.

b) Ensuring that relationship of remuneration to performance is clear and meets the performance benchmarks.

c) Ensuring that remuneration involves a balance between fixed and incentive pays reflecting short and long term performance objectives appropriate to the working of the Company and its goals.

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2. Scope:

This Policy sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as independent directors of the Company and also for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company.

3. Terms and References:

In this Policy, the following terms shall have the following meanings:

3.1 “Director” means a Director appointed to the Board of a Company.

3.2 “Nomination and Remuneration Committee” means the committee constituted by Board in accordance with the provisions of Section 178 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.3 “Independent Director” means a Director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3.4 “Key Managerial Personnel” means (i) The Chief Executive Officer or the Managing Director or the Manager; (ii) The Whole-time Director; (iii) The Chief Financial Officer; and (iv) Such other officer as may be prescribed under the Companies Act, 2013

4. Selection of Directors and determining Directors independence:

4.1 Qualifications and criteria

4.1.1 The Nomination and Remuneration (NR) Committee, and the Board, shall review on an annual basis, appropriate skills, knowledge and experience required of the Board as a whole and its individual members. The objective is to have a Board with diverse background and experience that is relevant for the Company’s global operations.

4.1.2 In evaluating the suitability of individual Board members, the NR Committee may take into account factors, such as:

1. General understanding of the Company’s business dynamics, global business and social perspective;

2. Educational and professional background Standing in the profession;

3. Personal and professional ethics, integrity and values;

4. Willingness to devote sufficient time and energy in carrying out their duties and responsibilities effectively.

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4.1.3 The proposed appointee shall also fulfill the following requirements:

Shall possess a Director Identification Number;

Shall not be disqualified under the Companies Act, 2013;

Shall give his written consent to act as a Director;

Shall endeavor to attend all Board Meetings and wherever he is appointed as a Committee Member,

The Committee Meetings;

Shall abide by the Code of Conduct established by the Company for Directors and Senior Management Personnel;

Shall disclose his concern or interest in any company or companies or bodies corporate, firms, or other association of individuals including his shareholding at the first meeting of the Board in every financial year and thereafter whenever there is a change in the disclosures already made; Such other requirements as may be prescribed, from time to time, under the Companies Act, 2013, Equity Listing Agreements and other relevant laws.

4.1.4 The NR Committee shall evaluate each individual with the objective of having a group that best enables the success of the Company’s business.

4.2 Criteria of Independence

4.2.1 The NR Committee shall assess the independence of Directors at the time of appointment / reappointment and the Board shall assess the same annually. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director.

4.2.2 The criteria of independence, as laid down in Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is as below:

An independent director in relation to a company, means a director other than a managing director or a whole-time director or a nominee director—

a. who, in the opinion of the Board, is a person of integrity and possesses relevant expertise and experience;

b. (i) Who is or was not a promoter of the company or its holding, subsidiary or associate

company;

(ii) who is not related to promoters or directors in the company, its holding, subsidiary or associate company;

c. who has or had no pecuniary relationship with the company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

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d. none of whose relatives has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

e. who, neither himself nor any of his relatives—

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of—

(A) A Firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten per cent or more of the gross turnover of such firm;

(iii) holds together with his relatives two per cent or more of the total voting power of the company; Or

(iv) is a Chief Executive or director, by whatever name called, of any nonprofit organization that receives twenty-five per cent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two per cent or more of the total voting power of the company; or

(v) Is a material supplier, service provider or customer or a lessor or lessee of the company.

f. Shall possess appropriate skills, experience and knowledge in one or more fields of finance, law, management, sales, marketing, administration, research, corporate governance, technical operations, corporate social responsibility or other disciplines related to the Company’s business.

g. Shall possess such other qualifications as may be prescribed, from time to time, under the Companies Act, 2013.

h. Who is not less than 21 years of age.

4.2.3 The Independent Directors shall abide by the “Code for Independent Directors” as specified in Schedule IV to the Companies Act, 2013.

4.3 Other directorships / committee memberships

4.3.1 The Board members are expected to have adequate time and expertise and experience to contribute to effective Board performance. Accordingly, members should voluntarily limit their directorships in other

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listed public limited companies in such a way that it does not interfere with their role as directors of the Company. The NR Committee shall take into account the nature of, and the time involved in a Director’s service on other Boards, in evaluating the suitability of the individual Director and making its recommendations to the Board.

4.3.2 A Director shall not serve as Director in more than 20 companies of which not more than 10 shall be Public Limited Companies.

4.3.3 A Director shall not serve as an Independent Director in more than 7 Listed Companies and not more than 3 Listed Companies in case he is serving as a Whole-time Director in any Listed Company.

4.3.4 A Director shall not be a member in more than 10 Committees or act as Chairman of more than 5 Committees across all companies in which he holds directorships. For the purpose of considering the limit of the Committees, Audit Committee and Stakeholders’ Relationship Committee of all Public Limited Companies, whether listed or not, shall be included and all other companies including Private Limited Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013 shall be excluded.

5. Remuneration to Executive Directors, key Managerial Personnel, Non-Executive Directors and other employees:

5.1.1 The Board, on the recommendation of the Nomination and Remuneration (NR) Committee, shall review and approve the remuneration payable to the Executive Directors of the Company within the overall limits approved by the shareholders.

5.1.2 The Board, on the recommendation of the NR Committee, shall also review and approve the remuneration payable to the Key Managerial Personnel of the Company.

5.1.3 The remuneration structure to the Executive Directors and Key Managerial Personnel shall include the following components:(i) Basic Pay(ii) Perquisites and Allowances(iii) Commission (Applicable in case of Executive Directors)(iv) Retiral benefits(v) Annual Performance Bonus

5.1.4 The Annual Plan and Objectives for Executive Directors and Senior Executives shall be reviewed by the NR Committee and Annual Performance Bonus will be approved by the Committee based on the achievements against the Annual Plan and Objectives.

5.2 Remuneration to Non-Executive Directors

5.2.1 The Board, on the recommendation of the NR Committee, shall review and approve the remuneration payable to the Non- Executive Directors of the Company within the overall limits approved by the shareholders.

5.2.2 Non-Executive Directors shall be entitled to sitting fees for attending the meetings of the Board and the Committees thereof. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

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5.3 Remuneration to other employees

5.3.1 Employees shall be assigned grades according to their qualifications and work experience, competencies as well as their roles and responsibilities in the organization. Individual remuneration shall be determined within the appropriate grade and shall be based on various factors such as job profile, skill sets, seniority, experience and prevailing remuneration levels for equivalent jobs.

Composition of Nomination & Remuneration Committee:

The Remuneration Committee of the following members

S.No Name of the Director Designation


2 Mr. J S S Murthy Member


The committee met 4 time during the financial year 2017-18. Attendance of each Member of Committee is as follows.


1 Mr. Prudvi Raju Manthena Chairman 4 4

2 Mr. J S S Murthy Member 4 4

3 Mr. Rajesh Katragadda Member 4 4

Remuneration paid to Directors during the Financial Year

Details of Remuneration paid to the Executive Directors during the year 2017-18 are as under:

Name of the Director Designation Remuneration (In Rs.)

M. Satyendra Chairman & Managing Director 35,90,800

Following are the details of sitting fees to Non-Exectuive Directors during the year 2017-18 : NIL

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5. STAkEHOLDER RELATIONSHIP COMMITTEE

a) Terms of Reference:The terms of reference of the Stakeholder Relationship Committee are as follows:To supervise and ensure:

(i) Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares and debentures;

(ii) Redressal of shareholder and investor complaints like transfer of shares, non-receipt of balance sheet, non-receipt of declared dividends etc;

(iii) Issue of duplicate / split / consolidated share certificates;

(iv) Allotment and listing of shares;

(v) Review of cases for refusal of transfer / transmission of shares and debentures;

(vi) Reference to statutory and regulatory authorities regarding investor grievances;

(vii) And to otherwise ensure proper and timely attendance and redressal of investor queries and grievances.

b) Composition of stake holder relationship Committee:

The Committee of the following members

S.No. Name of the Member Designation


2 Mr. M.Satyendra Member


The committee met 4 times during the financial year 2017-18 on 29.05.2017, 24.08.2017, 11.12.2017, and 09.02.2018 attendance of each Member of Committee is as follows.


1 Mr. Prudvi Raju Manthena Chairman 5 5

3 Mr. J S S Murthy Member 5 5

4 Mr. Rajesh katragadda Member 5 5

Name & Designation of the Compliance Officer : M Satyendra Chairman & Managing Director

No. of shareholders complaints received during the Financial Year: NIL

No. of complaints solved to the satisfaction of the shareholders : NA

No. of pending complaints : Nil

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6. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases.

The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

7. LOCATION AND TIME WHERE THE LAST THREE AGMS HELD: a) The last three Annual General Meetings of the Company were held as under:

Financial Year Date Venue Time

2016-2017 27.09.2017 Tyagaraya Gana Sabha, Chikkadapally, Hyderabad – 95 10.00 A.M.



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b) Company passed following Special Resolutions in the previous 3 Annual General Meetings: - YES

Date of Passing Resolution Number Purpose of Resolution Resolution

30.09.2015 5 Appointment of Mr. Rajesh Katragadda as Independent Director

6 Adoption of new set of Article of Association of the Company

7 Increase in the Authorized Share Capital

8 Change of Name of the Company

9 Revision of Remuneration of Mr. M Satyendra as Chairman & managing Director of the Company

10 Preferential issue of Equity Shares and Warrants

29.09.2016 4 Increase in the Authorized Share Capital

5 Preferential issue of Shares Warrants

27.09.2017 4 Re-Appointment of Mr. M Satyendra as Chairman & Managing Director of the company

c) POSTAL BALLOT:

a) Disclosures on materially significant related party transactions that may have potential conflict with the interests of Company at large -NIL

b) Details of non-compliance by the Company, penalties, and structures imposed on the Company by Stock Exchange or SEBI or any statutory authority, on any matter related to capital markets, during the last three years - NIL

c) The Policy on Material Subsidiaries as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as approved by the Board is uploaded on the website of the Company and the

web link is www.athenaglobaltechnoligies.com

9. MEETINGS OF INDEPENDENT DIRECTORS

During the year under review, the independent directors met on 09th February, 2018 inter alia to discuss:

1. Evaluation of the performance of Non-Independent directors and the board of directors as a whole.

2. Evaluation of the performance of the chairman of the company, taking into account the views of the Executive and Non-Executive Directors.

3. Evaluation of the quality, content and timelines of flow of information between the management and the board that is necessary for the board to effectively and reasonably perform its duties.

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10. MEANS OF COMMUNICATION

The un-audited Quarterly Results and audited results for the year are generally published in English newspaper “Business Standard” and also in vernacular newspaper “Nava Telangana” within the prescribed time lines of SEBI (LODR) Regulations, 2015. The results are also displayed on the Company’s web-site i.e. www.athenaglobaltechnologies.com.

No presentations were made to the Institutional Investors or to Analysts.

11. GENERAL SHAREHOLDER INFORMATION

a Annual General Meeting 26th Annual General Meeting

Date of Annual General Meeting Saturday 22nd September, 2018 To Friday 28th September, 2018 (both day inclusive)

Venue Tyagaraya Gana Sabha, Chikkadapally, Hyderabad – 95

Time 10 A.M.

b Book Closure Date Tuesday 22nd September, 2018 To Friday 28th September, 2018 (both day inclusive)

c Financial Year April 2017 to March 2018

d Dividend Payment Date N.A.

e Calendar for declaration of Quarterly Results The results of every quarter beginning from April are declared within the Quarterly Results time specified under the provisions of SEBI (LODR) Regulations, 2015. These results normally published by the Company in the Leading English News Paper Business Standardand in one vernacular newspaper Nava Telangana

Within specified time. The Copies of all quarterly results on websitewww.athenaglobaltechnologies.com

f Listing on Stock exchange BSE

Stock ID/Code 517429

ISIN INE576B01019

f) STOCk DATA:

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Monthly High and Low prices of Athena Global Technologies Limited at the Stock Exchange, Mumbai (BSE) and performance in comparison to broad-based indices for the year ended 31st March, 2018 are furnished hereunder.

Month BSE Limited Share Price (Rs.) HIGH LOWApril, 2017 31.50 23.25

May, 2017 30.80 23.50

June, 2017 27.95 27.90

July, 2017 - -

August, 2017 - -

September, 2017 - -

October, 2017 29.10 27.60

November, 2017 28.00 25.30

December, 2017 25.00 23.30

January, 2018 22.15 15.50

February, 2018 17.90 16.60

March, 2018 18.05 14.50

h) REGISTRAR & TRANSFER AGENTS

Bigshare Services Private Limited Flat No. 306, Right Wing, 3rd floor, Amrutha Ville Apt., Opp.Yashodha Hospital, Raj Bhavan Road, Somajiguda, Hyderabad-500082

Telephone No. : 040-23374967 Fax No : 040-23370295 E-mail : [email protected]

i) SHARE TRANSFER SYSTEM:

All the physical share transfers received are processed by the Share Transfer Agents M/s. Bigshare Services Private Limited, Hyderabad. The Company has entered into agreement with both NSDL and CDSL to dematerialize its shares, which enable the Company’s shares to be transferred electronically through Depositories System

DEMAT ISIN Number:Under the Depository System the International Securities Identification Number (ISIN) allotted to the INE576B01019Company’s Equity Shares by NSDL & CDSL

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i) Distribution of shareholding as on 31st March, 2018

Shares or debenture holding of nominal No. of holders % Shares / Debe-ntures %value of Rs. Amount

1 - 5000 5962 90.16 10521590 9.59

5001 - 10000 305 4.61 2531020 2.31

10001 - 20000 153 2.31 2311360 2.11

20001 - 30000 45 0.68 1146590 1.05

30001 - 40000 23 0.35 815070 0.74

40001 - 50000 26 0.39 1219110 1.11

50001 - 100000 35 0.53 2469130 2.25

100001 - above 64 0.97 88672130 80.84

TOTAL 6613 100 109686000 100

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j) SHAREHOLDING PATTERN AS ON 31ST MARCH 2018:

Sl no Category No. of Shares Held % of Shareholding

A 1 INDIAN PROMOTERS & PROMOTER GROUP Individuals/Hindu Undivided Family Central Government /State Governments Bodies Corporate Financial Institutions/Banks 55,12,629 50.26

Sub Total of A1 55,12,629 50.26

A 2. FOREIGN - -

Sub Total of A2 - - TOTAL OF A1 +A2 55,12,629 50.26

B 1 Public Shareholdings Institutions Mutual Funds and UTI Banks/Financial Institutions Central Government/State Government 100 - Venture Capital Funds Insurance Companies Foreign Institution Investor Foreign Venture Capital Investors Any Other (Specify)

Sub Total B1 100 -

B2 Non Institutions Bodies Corporate 244613 2.23 Individuals Individual shareholders holding 2183801 19.91 nominal share capital upto Rs.2 Lakhs

Individual shareholding holding nominal 2187874 19.95 share capital in excess of Rs.2 Lakhs Any Other (Specify) NRIs/OCBs Foreign Collaborators 822219 7.50 Clearing Members 17364 0.16

Sub Total B2 5455871 49.74

TOTAL OF PUBLIC SHAREHOLDING (B1+B2) 5455871 49.74

C Shares held by Custodian and against which

Depository Receipts have been issued Nil

TOTAL A+B+C 10968600 100

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The Company’s shares are available for dematerialization on both the Depositories i.e., National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). 92.05% of shares have been dematerialized as on 31.03.2018.

k) DEMATERIALIZATION OF SHARES AND LIQUIDITY: Since the Company has already entered into agreement with both the depositories, viz., NSDL and CDSL for dematerialization of its shares, the shareholders are free to dematerialize their shares and keep them in dematerialized form with any Depository Participant.

l) Outstanding GDRs/ADRs/Warrants or any Convertible instruments, conversion date and likely impact on equity: Not Issued

m) Address for correspondence:

ATHENA GLOBAL TECHNOLOGIES LIMITED 3rd Floor Western Wing, NCC House, Survey No-64, Madhapur, Hyderabad-500082 Telephone No.040-2311 9633, 040-2311 9634 Fax No: 040-2311 9614 E-mail : [email protected]

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CEO & CFO CERTIFICATION:

The Chairman & Managing Director of the Company gave annual certificates on financial reporting and internal controls to the Boards in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 copy enclosed as annexure

DECLARATION OF MANAGING DIRECTOR ON COMPLIANCE WITH CODE OF CONDUCT AND ETHICS

ATHENA GLOBAL TECHNOLOGIES LIMITED has adopted Code of Business Conduct and Ethics (“the code”) which applied to all the employees and Director of the Company. Under the Code, it is responsibility of all employees and Directors to familiarize themselves with the Code and comply with its Standards.

I, M Satyendra, Chairman & Managing Director of the Company hereby certify that the Board members and senior management personnel of ATHENA GLOBAL TECHNOLOGIES LIMITED have affirmed compliance with the Code of conduct for the Financial Year 2017-18

By order and on Behalf of the Board Sd/-Place : Hyderabad M. SatyendraDate : 14.08.2018 Chairman and Managing Director (DIN: 01843557)

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REPORT ON CORPORATE GOVERNANCE (Under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015)

ToThe Members of Athena Global Technologies Limited

We have examined the compliance of the conditions of Corporate Governance by Athena Global Technologies Limited (the Company) for the year ended March 31, 2018 as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 of the said Company with Stock Exchanges in India.

The Compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedure and implementation thereof, adopted by the Company for insuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-mentioned SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

We state that in respect of investor grievances received during the year ended 31st March, 2018 no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by Company. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company.

for P S Rao & Associates, Company Secretaries Sd/-Place: Hyderabad Jineshwar kumar SankhalaDate :14.08.2018 Company Secretary C P No: 18365

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Annexure VSECRETERIAL AUDIT REPORT

For the financial year ended 31st march, 2018[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,Athena Global Technologies Limited Hyderabad

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by M/s Athena Global Technologies Limited (hereinafter called the company) having its registered office at 3rd Floor, western wing, NCC House, Survey no:64, Madhapur, Hyderabad-500081, Telangana. Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, We hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2018 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2018 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) 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, 2015;

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

46


d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 2014; (not applicable during the audit period)

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; (not applicable during the audit period)

f) The Securities and Exchange Board of India (Registrars to an 12 Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; (not applicable during the audit period) and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (not applicable during the audit period)

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

(vi) Other Specifically applicable laws to the company

- The Information Technology Act, 2000

- Special Economic Zone Act, 2005

- Policy Relating to STP’s of India.

- Trade Mark Act, 1999.

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

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

(ii) SEBI (LODR) entered into by the Company with Stock Exchange(s),

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act. Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the meetings of the Board of Directors or Committee of the Board, as the case may be.

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

We further report that during the audit period and information received from the management of the Company there were no specific events / actions having a major bearing on the company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

for P S Rao & Associates, Company Secretaries Sd/-Place : Hyderabad Jineshwar kumar SankhalaDate :14.08.2018 Company Secretary C P No: 18365

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Annexure-VIFORM MGT - 9

EXTRACT OF ANNUAL RETURN (Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the

Company (Management & Administration) Rules, 2014) For the Financial Year ended on 31.03.2018

I. REGISTRATION & OTHER DETAILS:

S. N Particular Detail

1 CIN L74140TG1992PLC014182

2 Registration Date 06th May 1992

3 Name of the company Athena Global Technologies Limited

4 Category / Sub Category of Company Company having Share Capital

5 Address of the Registered office & 3rd Floor, Western Wing, Contact Details NCC House, Survey No-64,

Madhapur, Hyderabad- 500081

6 Whether Listed Company Yes, Listed in BSE Limited

7 Name Address & Contact details BIGSHARE SERVICES PRIVATE LIMITED,

of the Registrar & Transfer Agent, if any Flat No: 306, Right Wing, 3rd Floor, Amrutha Ville Apt., Opp:Yashoda Hospital, Rajbhavan Road, somajiguda, Hyderabad-500082. Telephone No. 040-23374967 Fax No : 040-23370295 E-mail : [email protected]

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

S. No Name & Description of NIC code of the % to the total Turnover Main products/ Services product/ Service of the company

1. Software Development 72 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY & ASSOCIATE COMPANIES:

S. No Name & Address CIN/GLN Holding/ % of shares of the company Subsidiary/ held Associate

1. MEDLEY MEDICAL SOLUTIONS U93000TG2016PTC111660 Subsidiary 100 PRIVATE LIMITED

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IV. SHARE HOLDING PATTERN (Equity Share capital Break up as % to total Equity)a. Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held % Change beginning of the year at the end of the year theyear during

Demat Physical Total % of Total Demat Physical Total % of Total Shares Shares Promoter (1) Indian a) Individual/HUF 4402629 510000 4912629 47.38 5512629 0 5512629 50.26 2.88 b) Central Govt. - - - - - - - - -a) State Govt. - - - - - - - - -b) Bodies Corporate - - - - - - - - -c) Banks / FI - - - - - - - - -d) Any Other - - - - - - -Sub-Total (A) (1) 4402629 510000 4912629 47.38 5512629 0 5512629 50.26 2.88(2) Foreign - - - - - - - - -a) NRI’s-Individuals - - - - - - - - -b) Other Individuals - - - - - - - - -c) Bodies Corporate - - - - - - - - -d) Banks / FI - - - - - - - - -e) Any other - - - - - - - - -Sub-Total (A) (2) - - - - - - - - -TOTAL SHAREHOLDING OF PROMOTERS 4402629 510000 4912629 47.38 5512629 0 5512629 50.26 2.88 B. Public Share Holding 1. Institutions a) Mutual Funds - - - - - - - -b) -Banks / FI’s 100 0 100 0.00 100 0 100 0.00 0c) Central Govt - - - - - - - -d) State Govt - - - - - - - - -e) Venture Capital Funds - - - - - - - - -f) Insurance Companies - - - - - - - - -g) FII’s - - - - - - - -h) Foreign Venture Capital Funds - - - - - - - - -i) Others (Specify) Sub –Total (B) (1) 100 0 100 0.00 100 0 100 0.00 02. Non Institutions a) Bodies Corporate 274509 11100 285609 2.75 233713 10900 244613 2.23 (0.52)b) Individualsi) Individuals Shareholder 1481296 738411 2219707 21.41 1447590 736211 2183801 19.91 (1.50) holding nominal share capital upto Rs. 2 Lakhsii) Individuals Shareholders 1943781 100100 2043881 19.71 2087774 100100 2187874 19.95 0.24

holding nominal share capital in excess of Rs. 2 lakhsc) Any Others (Specify) i) NRI’s / OCB 868241 25000 893241 8.62 797219 25000 822219 7.50 (1.12)ii) Clearing Members 13433 0 13433 0.13 17364 0 17364 0.16 0.03Sub-Total (B)(2) 4581260 874611 5455871 52.62 4583660 872211 5455871 49.74 (2.88)Total public Shareholding 4581260 874611 5455871 52.62 4583660 872211 5455871 49.74 (2.88)B=(B)(1)+(B)(2)C. Shares held by Custodian for ADR’s/ GDR’s - - - - - - - - -GRAND TOTAL (A+B+C) 8983989 1384611 10368600 100 10096389 872211 10968600 100 -

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ii. Shareholdings of Promoters:

Sl Shareholder’s Shareholding at the Shareholding at the % change in No Name beginning of the year end of the year shareholding during the year

No. of %of total %of No of % of total % of Shares Shares Shares of Shares Shares Shares of the Pledges/ the Pledged/ company encumbere company encumbered d to total o total shares

1 M Satyendra 4479212 43.20 0.00 5079212 46.31 0.00 3.11

2 M. Sunitha 414117 3.99 0.00 414117 3.78 0.00 (0.21)

3 M. Sarojini Devi 7000 0.07 0.00 7000 0.06 0.00 (0.01)

4 Manchala Mallesham 12300 0.12 0.00 12300 0.11 0.00 (0.01)

TOTAL 4219922 44.15 0.00 5512629 50.26 0.00 2.88

iii. Change in Promoters’ Shareholding (please specify, if there is no change)

S No. Name Shareholding Reason Cumulative Shareholding during the year (01-04-17 to 31-03-18) No. of Increase/ Date of of No. of No. of % of Shares (Decrease) change Shares shares total at the at the share of beginning ending of the Company and % FY and %

1. M SATYENDRA 4479212 600000 28.03.2018 5079212 Conversion 5079212 46.31 (43.20) (46.31) of warrants into equity shares2. M SUNITHA 414117 0 NA 414117 Nil movement 414117 3.78 (3.99) (3.78) during the year

5. M MALLESHAM 12300 0 NA 12300 Nil movement 12300 (0.11) (0.13) during the year

6. M SAROJINI 7000 0 NA 7000 Nil movement 7000 0.06 (0.07) (0.07) during the year

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(iv) Shareholding of top 10 share holders (other than directors, Promoters and holders of GDR’s and ADR’s)

Sl.No For Each of the top 10 Shareholding at the Cumulative share holding shareholders beginning of the year during the year

No of shares % of Total shares No of shares % of total of the company shares of the shares of the company company

1 GarimaSathi vashistha 383413 3.70 383413 3.70

2 Vijay Acharya 300000 2.89 300000 2.89

3 VipulpremchandmepaHaria 227251 2.19 227251 2.19

4 Aviansh Vashistha 200000 1.93 200000 1.93

5 Ankita Vashistha 178228 1.72 178228 1.72

6 Kesharamal C Jain 158766 1.53 158766 1.53

7 Aluri Rao srinivasa 136163 1.31 141718 1.37

8 Vikram Man singh 102549 0.98 102549 0.989

9 Rajasekhar Guttikonda 94935 0.9156 94935 0.9156

10 Bhagyalakshmi Ganpaa 76996 0.7426 76996 0.7426

TOTAL 1858301 17.90 1863856 17.98

(v) Shareholding of Directors and key Managerial Personnel;

Sl.No For Each of the Directors Shareholding at the Cumulative share holding and KMP beginning of the year during the year

No of shares % of Total shares No of shares % of total of the company shares of the shares of the company company

1 M. Satyendra 4469212 43.20 5079212 46.31

2 M.Sunitha 414117 3.99 414117 3.78

3 J.S.S.Murthy - - - -

4 Rajesh Katragadda - - - -

5 Prudvi Raju Manthena - - - -

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(vi) Indebtedness:

Indebtedness of the company including interst outstanding / accrued but not due for payment.

Secured Loans Unsecured Deposit Total excluding deposits Loans (Security Deposit) Indebtedness

Indebtedness at the beginning of financial year

(i) Principal Amount 5857574 49457738 Nil 55315312(ii) Interest due but not paid(iii) Interest accrued but not due Total (i+ii+iii) 5857574 49457738 Nil 55315312 Change in indebtedness during the financial year

• Addition 0 0 0 0• Reduction 1335821 21184477 0 22520298 Net Change 1335821 21184477 0 6984819 Indebtedness at the end of financial year

(i) Principal Amount 4521753 28273261 NIL 32795014 (ii) Interest due but not paid(iii) Interest accrued but not due Total (i+ii+iii) 4521753 28273261 NIL 32795014

53


vii. Remuneration Of Directors And key Managerial Personnel:

a. Remuneration to Managing Director, Whole time Director and / or / Manager

Sl. Particulars of Remuneration Name of MD / WTD / Manager Total Amount

1. Gross Salary MD WTD MANAGER

(a) Salary as per provisions contained in 3590800 - - 3590800 section 17 (1) of the income tax Act, 1961(b) Value of Perquisities u/s 17 (2) - - - - Income tax Act, 1961(c) Profits of 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) 3590800 - - 3590800 Ceiling as per the Act

b. Remuneration to other directors:

Sl.No Particulars of Remuneration Name of the Directors Total Amount

1. Independent Directors

• Feeforattendingboard/ committee meetings• Commission• Others,pleasespecify - - - - -

Total (1) - - - - - 2. Other Non Executive Directors

• Feeforattendingboard/ committee meetings

• Commission

• Others,pleasespecify - - - - -

Total (2) - - - - - Total (B) = (1+2) - - - - -

Total Managerial Remuneration - - - - -

Overall ceiling as per the Act - - - - -

54


c. Remuneration to key Managerial Personnel Other Than MD/MANAGER/WTD:

Sl. Particulars of Remuneration Key Managerial Personnel

1. Gross Salary CEO Company CFO Total Secretary

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 NA 3,50,000 NA NA

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

(c) Profits in lieu of salary u/s 17(3) Income-tax Act 1961

2. Stock Option NA - NA NA

3. Sweat Equity NA - NA NA

4. Commission

- As % of profit NA - NA NA

- Others specify NA - NA NA

5. Others, please specify

Total (A) NA 3,50,000 NA NA Ceiling as per the Act NA - NA NA

viii. Penalties / Punishments / Compounding Of Offences:

Type Section of Act Brief Details of Penalty / Authority Appeal made companies Description punishment / (RD/NCLT?COURT) if any Compounding (give Details) fee imposed

COMPANY

Penalty NA NA NA NA NA

Punishment NA NA NA NA NA

Compounding NA NA NA NA NA

DIRECTORS



Compounding NA NA NA NA NA

OTHER OFFICERS IN DEFAULT



compounding NA NA NA NA NA

55


Chief Executive Officer and Chief Finance Officer (CEO&CFO) Certificate:

I, M.Sunitha, Chief financial officer of Athena Global Technologies Limited, to the best of our knowledge and belief, certify that:

1. I have reviewed the Balance Sheet and Profit and Loss Account and all its schedules and notes on accounts as well as the Cash Flow Statement for the year ended 31.03.2018.

2. To the best of our knowledge and belief:

a. These statements do not contain any untrue statement or omit any material fact or contain statements that might be misleading.

b. the financial statements and other financial information included in this report present true and fair view of the Company’s affairs and are in compliance with existing accounting standards and applicable laws and regulations.

3. To the best of our knowledge and belief, there are no transactions entered into by the Company during the year which are fraudulent, illegal or volatile of the Company’s code of conduct.

4. We accept responsibility for establishing and maintaining internal controls for financial reporting. We have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of which we are aware and steps taken or proposed to be taken for rectifying these deficiencies.

5. a) There has not been any significant change in internal control over financial reporting

during the year under reference;b) There has not been any significant changes in accounting policies during the year under

reference; andc) We are not aware of any instances during the year of significant fraud, with involvement

there in of the management or any employee having a significant role in the Company’s internal control system over financial reporting.

Place: Hyderabad SD/-Date :14.08.2018 M. Sunitha Director & CFO (DIN: 06741426)

56


Annexure VIIInformation pursuant to Section 197 of the Act

Read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

A. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary during the financial year 2017-18 and Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18:

Name of the Director Remuneration of Director % increase in Ratio of the For the financial year Remuneration in remuneration to 2017-18 the financial year the median 2017-18 remuneration of the employees

M. SatyendraManaging Director 35,90,800 - 0.13

Ms Divya Agarwal 3,50,000 - 0.73Company Secretary

Other Key Managerial Personnel NA NA NA

Note: The median remuneration of employees of the Company during the financial year was Rs.4,82,500/-

B. The percentage increase in the median remuneration of employees in the financial year: 15.80%

C. The number of permanent employees on the rolls of company: 72

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

The average Decrease in the salaries of employees other than the managerial personnel in 2017-18 was 2.84%. The Percentage increase in the managerial remuneration for the same financial year was – NIL.

E. Affirmation that the remuneration is as per the remuneration policy of the company.

It is hereby affirmed that the remuneration paid to the Directors and Key Managerial Personnel are as per the Nomination and Remuneration Policy of the Company.

F. Employees drawing Rs. 8.50 Lacs per month or Rs 102.00 Lacs per annum, whether employed throughout the year or part of the Financial Year-NIL

G. There are no employees in the service of the Company covered under Rule 5 (2) (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014.

57


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58


INDEPENDENT AUDITOR’S REPORT

To The Members of Athena Global Technologies Limited (Formerly known as VJIL Consulting Limited)

Report on the Standalone Financial Statements

We have audited the accompanying Ind AS financial statements of Athena Global Technologies Limited (“the Company”), which comprise the Balance Sheet as at 31stMarch 2018, the Statement of Profit and Loss (including Other Comprehensive income),the Statement of changes in Equity and Statement of Cash Flows for the year then ended, and a summary of significant accounting policies and other explanatory information (hereinafter referred to as “financial statement”).

Management’s Responsibility for the Ind AS Financial Statements:

The company’s Board of Directors are responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (‘the act’) with respect to the preparation of these Ind AS financial Statements that give a true and fair view of the state of affairs, profit/loss (including other comprehensive income), changes in equity and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.

This responsibility includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and effectively design, implementation and maintenance of adequate internal financial controls, that were operating for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility:

Our responsibility is to express an opinion on these Ind AS financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made hereunder.

We conducted our audit of the Ind AS financial statements in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the 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 disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the financial statements, that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place

STANDALONE

59


an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company’s management and Board of Directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Ind AS financial statements.

Basis for Qualification:

The Company has not provided interest in respect of outstanding long Term Borrowing of 127.65 lakhs as on 31st March, 2018. The management is in discussion with the parties of unsecured loans for reduction/ waiver of interest in respect of the above referred amount. The impact on the accounts is not ascertained.

Opinion:

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of matters described in the basis for qualified opinion paragraph the afore said standalone Ind AS 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 including the Ind AS of the state of affairs of the Company as at 31st March, 2018, its Profit (including other comprehensive income), its changes in equity and its cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements:

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Government of India in terms of sub-section (11) of section 143 of the Act, we give in the “Annexure-A” a statement on the matters Specified in paragraphs 3 and 4 of the Order to the extent applicable.

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

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

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

(c) The Balance Sheet, Statement of Profit and Loss, the statement of Changes in Equity and Statement of Cash Flow dealt with by this Report are in agreement with the books of account;

(d) In our opinion, the aforesaid Ind AS financial statements comply with the Indian Accounting Standards specified under Section 133 of the Act.

(e) On the basis of written representations received from the directors as on 31stMarch, 2018, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164(2) of the Act;

STANDALONE

60


(f) With respect to the adequacy of internal financial controls over financial reporting of the company and operating effectiveness of such controls, refer to our separate report in “Annexure-B”; and

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

(i) The Company has disclosed the impact of pending litigations on its financial position in its Standalone Financial Statements – refer Note 28 to the Standalone Financial Statements;

(ii) The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses;

(ii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company.

For RAMANATHAM & RAO Chartered Accountants (Firm’s Registration No. 002934S)

Sd/- (k SREENIVASAN)Place: Hyderabad PartnerDate: 30thMay, 2018 ICAI Membership No. 206421

STANDALONE

61


Annexure - A to the Auditors’ Report

The Annexure referred to in our Independent Auditors’ Report to the members of the Athena Global Technologies Limited on the Ind AS financial statements for the period ended 31st March 2018, we report that:

1.1 The Company is maintaining proper records showing full particulars including the Quantitative details and the situation of fixed assets.

1.2 The fixed assets have been physically verified by the Management at reasonable intervals, and according to the information and explanations given to us, no material discrepancies were noticed on such verification. In our opinion, the periodicity of physical verification is reasonable having regard to the size of the Company and the nature of its business.

1.3 According to the information and explanations given to us and on the basis of our examination of the records of the company, the title deeds of immovable property are held in the name of company.

2.1 The inventory has been physically verified by the management during the year. There is no inventory at the year end.

3.1 According to the information and explanations given to us, the Company has not granted any loans, secured or unsecured to companies, firms, limited liability partnerships or other parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions of clause 3(iii)(a), (b) and (c) of the order are not applicable to the company.

4.1 In our opinion and according to the information and explanations given to us, the Company has not given any loans, made investments or provided securities to companies and other parties listed under section185 and 186 of the Act. Accordingly, the provisions of clause 3(iv) of the order is not applicable to the company.

5.1 The Company has not accepted any deposits from the public within the meaning of Sections 73 to76 of the Act and rules framed there under.

6.1 In our opinion and according to the information and explanations given to us the maintenance of Cost records under section 148 (1) of the Act, as prescribed by the Central Government are not applicable to the Company. Accordingly, the provisions of clause 3(vi) of the order is not applicable to the company.

7.1 According to the information and explanations given to us and on the basis of our examination of the records, the Company is not regular in depositing undisputed statutory dues including provident fund, employees state insurance, income tax, sales tax, service tax, Goods and Services Tax, duty of customs, duty of excise, value added tax, cess and other material statutory dues as applicable to the appropriate authorities and there were arrears of outstanding statutory dues as at last date of financial year concerned for the period of more than six months from the date the become payable.

Nature of Dues Amount (Rs.)Tax Deducted as source 13,61,474Service Tax 7,63,373Provident Fund 16,75,354Professional 15,80,914Fringe Benefit Tax 13,45,137

STANDALONE

62


7.2 According to the information and explanations given to us and record of the company examined by us, the particulars of Income Tax as at 31st march 2018 which have not been deposited on account of any dispute pending are as follows:

Name of the Statute Nature of dues Amount Period to which Forum where (Rs. in Lakhs) the Amount disputes are relates pending

Income-Tax Act, 1961 Income Tax 60.41 IT Asst. Year High Court of AP. 2004-05

Income-Tax Act, 1961 Income Tax 186.15 IT Asst. Year Income Tax Dept 2012-13 ( Appels )

8.1 According to the information and explanations given to us, the Company has not defaulted in the repayment of loans or borrowings to financial institutions and banks. The company did not have any outstanding loans or borrowings from financial institutions or Government and there are no dues to debenture holders during the year.

9.1 In our opinion and according to the information and explanations given to us, the Company has not raised moneys by way of initial public offer or further public offer (including debt instruments) and term loans. Accordingly, paragraph 3(ix) of the Order is not applicable.

10.1 To the best of our knowledge and according to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit.

11.1 According to information and explanation given to us and based on our examination of records of the company, the company has paid /provided for managerial remuneration with the requisite approvals mandated by the provisions of section 197 read with Schedule V of the Act.

12.1 In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3(xii) of the Order is not applicable to the company.

13.1 According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the Ind AS financial statements as required by the applicable accounting standards.

14.1 According to the information and explanations given to us and based on our examination of records of the company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. Accordingly, paragraph 3(xiv) of the Order is not applicable to the company.

15.1 According to the information and explanations given to us and based on our examination of records of the company, the Company has not entered into non-cash transactions with directors or persons connected with them. Accordingly, paragraph 3(xv) of the Order is not applicable to the company.

16.1 According to the information and explanations given to us, the Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934.

For RAMANATHAM & RAO Chartered Accountants (Firm’s Registration No. 002934S) Sd/-

(k SREENIVASAN)Place: Hyderabad PartnerDate: 30thMay, 2018 ICAI Membership No. 206421

STANDALONE

63


Annexure - B to the Independent Auditors’ Report(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our

report of even date)

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

We have audited the internal financial controls over financial reporting of Athena Global Technologies Limited (“the Company”) as of 31stMarch, 2018 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

STANDALONE

64


Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

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

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31stMarch, 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.


Sd/- (k SREENIVASAN)Place: Hyderabad PartnerDate: 30th May, 2018 ICAI Membership No. 206421

STANDALONE

65


AssetsNon-current Assets (a) Property, plant and equipment 3.1 3,61,20,076 3,83,86,904 3,95,43,818 (b) Capital work-in-progress 55,52,963 55,52,963 55,52,963 (c ) Investment property 3.2 2,91,630 2,91,630 2,91,630 (d) Intangibles under development 93,45,696 - - (e) Financial assets (i) Investments 4.1 4,10,34,250 2,79,35,250 - (ii) Loans 4.2 1,35,92,791 - - (iii) Other financial assets 4.3 50,14,280 50,14,075 29,55,807 (f) Deferred tax assets (net) 5 71,00,609 33,49,967 35,37,387 11,80,52,295 8,05,30,788 5,18,81,605 Current assets (a) Inventories 6 - - 3,80,82,364 (b) Financial assets (i) Trade receivables 7.1 2,55,33,339 2,29,31,720 3,04,28,269 (ii) Cash and cash equivalents 7.2 85,35,482 27,26,421 50,58,050 (iii) Other financial assets 7.3 3,37,42,902 2,25,38,825 1,69,88,449 (c) Current tax assets 8 26,47,857 18,67,363 67,363 (d) Other current assets 9 86,30,958 93,64,512 49,68,020 7,90,90,537 5,94,28,841 9,55,92,515

TOTAL ASSETS 19,71,42,832 13,99,59,629 14,74,74,120 II. EQUITY AND LIABILITIES Equity (a) Equity share capital 10 10,96,86,000 10,36,86,000 9,55,86,000 (b) Other equity 11 (19,55,55,562) (21,13,24,488) (19,58,28,690) (8,58,69,562) (10,76,38,488) (10,02,42,690)Liabilities Non-Current Liabilities (a) Financial liabilities (i) Borrowings 12.1 45,21,753 58,57,574 70,45,722 (ii) Other financial liabilities 12.2 17,04,84,646 8,14,22,337 7,27,24,010 (b) Provisions 13 46,42,926 46,22,548 42,02,317 (c) Other non-current liabilities 14 1,15,95,966 3,13,42,618 4,29,47,834 19,12,45,292 12,32,45,078 12,69,19,883 Current Liabilities (a) FinanciallLiabilities (i) Borrowings 15.1 1,57,90,578 3,70,99,121 3,29,59,950 (ii) Other financial liabilities 15.2 4,76,61,253 4,82,47,675 4,78,74,875 (b) Current tax liabilities 3,87,422 - - (c) Other current liabilities 16 2,46,22,131 3,56,80,147 3,66,38,041 (d) Provisions 17 33,05,719 33,26,097 33,24,060 9,17,67,103 12,43,53,040 12,07,96,927

TOTAL EQUITY AND LIABILITIES 19,71,42,833 13,99,59,629 14,74,74,120

Particulars Note No. 31st March 31st March 31st March 2018 2017 2016

STANDALONE BALANCE SHEET AS AT 31ST MARCH, 2018


Sd/- Sd/- M.SATYENDRA k. RAJESH Chairman & Managing Director Director (DIN : 01843557) (DIN : 02727491) Sd/- Sd/- M. SUNITHA DIVYA AGRAWAL Chief Financial Officer Company Secretary (DIN : 06741426) (M. NO. : 48143)

All amounts in Rs. unless otherwise stated

The accompanying Significant accouting policies and notes form an integral part of the Standalone financial statements.

As per our report of even date attachedFOR RAMANATHAM & RAOChartered Accountants

Sd/-k.SREENIVASAN PartnerM.No.206421 Place : HyderabadDate : 30.05.2018

STANDALONE

66


I. Revenue from operations 18 7,89,11,199 10,57,85,570 II. Other income 19 4,29,60,868 1,10,28,155 III.Total Income (I + II) 12,18,72,067 11,68,13,726 IV. Expenses Employee benefits expense 20 3,40,47,717 4,10,73,278 Finance costs 21 1,43,61,264 94,56,485 Depreciation and amortization expense 22 25,55,757 26,89,308 Other expenses 23 6,90,07,164 9,77,21,554

Total expenses 11,99,71,902 15,09,40,626

V. Profit/(loss) before tax (III - IV) 19,00,165 (3,41,26,900) VI. Tax expense: (1) Current tax 3,87,422 - (2) Deferred tax (37,50,111) 1,87,420 VII. Profit/(loss) for the year (V-VI) 52,62,854 (3,43,14,320) VIII. Other comprehensive income Items that will not be reclassified to Statement of profit and loss a) Foreign currency fluctuation (3,13,928) 36,43,522 Other comprehensive income (net of tax ) (3,13,928) 36,43,522 IX. Total comprehensive income/(loss) for the year 49,48,926 (3,06,70,798) X. Earning per equity share (face value Rs.10 each) 27 (1) Basic 0.48 (3.13) (2) Diluted 0.47 (3.03)

Year ended Year ended Particulars Note No. 31st March, 2018 31st March, 2017

STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018


Sd/- Sd/- M.SATYENDRA k. RAJESH Chairman & Managing Director Director (DIN : 01843557) (DIN : 02727491) Sd/- Sd/- M. SUNITHA DIVYA AGRAWAL Director & CFO Company Secretary (DIN : 06741426) (M. NO. : 48143)

The accompanying Significant accouting policies and notes form an integral part of the Standalone financial statements.


Sd/-k.SREENIVASAN PartnerM.No.206421

Place : HyderabadDate : 30.05.2018

STANDALONE


67


STANDALONE CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

Particulars 31st March, 2018 31st March, 2017

Cash Flows from Operating Activities Net profit/(loss) before tax 19,00,165 (3,41,26,900) Adjustments for : Depreciation and amortization expense 25,55,757 26,89,308 Provision for doubtful debts/advances/ impairment 1,18,16,446 - Bad debts written off 56,75,419 - Provision for gratuity and leave encashment - 4,22,268 Inventories written off 3,80,82,364 Other comprehensive income (net of tax) (3,13,928) 36,43,522 Operating profit before working capital changes 2,16,33,860 1,07,10,562 Movements in Working Capital (Increase)/Decrease in Trade Receivables (2,00,93,484) 74,96,549 (Increase)/Decrease in Other financial assets (1,12,04,283) (76,08,643) (Increase)/Decrease in Other Current Assets 7,33,554 (43,96,492) Increase/(Decrease) in Other financial liabilities (5,86,953) 3,72,799 Increase/(Decrease) in Other Current liabilities (1,10,58,016) (9,57,895) Changes in Working Capital (4,22,09,181) (50,93,682) Cash generated from operations (2,05,75,321) 56,16,881 Taxes Paid under Protest (7,80,494) (18,00,000) Net Cash from operating activities (A) (2,13,55,815) 38,16,881 Cash flows from Investing Activities Purchase of Fixed Assets (Including CWIP) (2,88,929) (15,32,394) Loans and Advances (1,35,92,791) - Investment in Subsidiaries (1,30,99,000) (2,79,35,250) Intangibles under development (93,45,696) - Net Cash used in Investing Activities (3,63,26,416) (2,94,67,644) Cash flows from/(used in) Financing Activities Amount received against share warrents 1,68,20,000 2,32,75,000 Proceeds from Long term borrowings (13,35,821) (11,88,148) Proceeds from/(Repayment of) Short-term borrowings (2,13,08,543) 41,39,171 Increase/(Decrease) in Other Non-Current liabilities (1,97,46,652) (1,16,05,216) Changes in other financial liabilites 8,90,62,309 86,98,327 Net Cash used in Financing Activities 6,34,91,292 2,33,19,135 Net Increase/(Decrease) in cash and cash equivalents 58,09,061 (23,31,629) Cash and Cash equivalents at the beginning of the year 27,26,421 50,58,050 Cash and Cash equivalents at the end of the year (Refer Note 10) 85,35,483 27,26,422



Cash flow statement has been prepared under the indirect method as set out in Ind AS - 7 specified under Section 133 of the Companies Act 2013. The accompanying notes are an integral part of the financial statements. As per our report of even dateFOR RAMANATHAM & RAOChartered Accountants


STANDALONE


68


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Note: 1

1 Company Information:

Athena Global Technologies Limited (‘the Company’) is a public limited company incorporated in India having its registered office at Hyderabad, Telangana. The Company is engaged in Software Development & Consulting. The accompanying Financial Statements includes the accounts of Head Office in India and overseas branches in USA and UK.

2 Significant Accounting Policies:

This note provides a list of the significant accounting policies adopted in the preparation of the financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

a) Statement of Compliance:

The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Amendment Rules, 2016 and Companies (Indian Accounting Standards) Amendment Rules, 2017, the relevant provisions of the Companies Act, 2013 (‘the Act’) and guidelines issued by the Securities and Exchange Board of India (SEBI), as applicable.

The financial statements for the year ended March 31, 2018 are the Company’s first Ind AS financial statements. The date of transition to Ind AS is April 1, 2016. Accordingly, the Company has prepared an Opening Ind AS Balance Sheet as on April 1, 2016 and comparative figures for the year ended March 31, 2017 are also in compliance with Ind AS. An explanation of how the transition to Ind AS has effected the previously reported financial position, financial performance and cash flows of the Company is provided in Note ----

“The transition to Ind AS has resulted in changes in the presentation of the financial statements, disclosures in the notes thereto and accounting policies and principles, which are duly are approved and authorised for issue by the Board of Directors of the Company.

b) Basis of preparation:

“The financial statements have been prepared under the historical cost convention with the exception of certain assets and liabilities that are required to be carried at fair values by Ind AS. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

c) Use of estimates and critical accounting judgements:

“In preparation of the financial statements, the Company makes judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

Significant judgements and estimates relating to the carrying values of assets and liabilities include useful lives of property, plant and equipment and intangible assets, impairment of property, plant and equipment,

STANDALONE

71


intangible assets and investments, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies.”

d) Revenue Recognition:

i) Sale of Services

Income is recognised on the signing of the agreement for sale in case of domestic sales. In the case of exports revenue is recognised on completion of the delivery as per terms of relevent agreement or on completion basis whichever is earlier.

ii) Other income

Interest Income is recognised on time proportion basis taking in to account the amount outstanding and the rate applicable.

e) Borrowing Costs:

Borrowings costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for the intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing cost eligible for capitalization.

Other borrowings costs are expensed in the period in which they are incurred.

f) Employee Benefits:

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.”

(ii) Other long-term employee benefit obligations

The liabilities for earned leave is not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured at the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligations. Remeasurements as a result of the experience adjustments and changes in actuarial assumptions are recognized in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.”

STANDALONE

72


(iii) Gratuity obligations

The liability or assets recognized in the balance sheet in respect of gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss.”

(iv) Defined contribution plans

The Company pays provident fund contributions to publicly administered funds as per local regulations. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognized as employee benefit expense when they are due. “

g) Income Taxes:

Tax expense for the year comprises current and deferred tax.

Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income-tax Act, 1961 and other applicable tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

73


Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they are related to income taxes levied by the same tax authority, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

h) Property, plant and equipment(PPE):

“Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses, if any. The cost of property, plant and equipment comprises of purchase price, applicable duties and taxes, any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets, upto the date the asset is ready for its intended use.

All other repair and maintenance costs, including regular servicing, are recognised in the statement of profit and loss as incurred. When a replacement occurs, the carrying value of the replaced part is de-recognised. Where an item of property, plant and equipment comprises major components having different useful lives, these components are accounted for as separate items.”

Property, Plant and equipment retired from active use and held for sale are stated at the lower of their net book value and net realizable value and are disclosed separately.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

i) Expenditure during Product Developmentperiod:

Expenditure during Developement period (including finance cost related to borrowed funds for construction or acquisition of qualifying PPE) is included under Capital Work-in-Progress and the same is allocated to the respective PPE on the completion of their development.

j) Depreciation:

Depreciation is the systematic allocation of the depreciable amount of PPE over its useful life and is provided on the straight line method over the useful lives as prescribed in Schedule II to the Act.

k) Investment Property:

“Investment properties are properties held to earn capital appreciation (including property under construction for such purposes). Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost model which is in accordance with the Ind AS 40.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no further economic benefits expected from disposal. Any gain or loss arising on derecognition of the property is included in profit or loss in the period in which the property is derecognised.”

74


l) Impairment of Assets:

“Intangible assets and property, plant and equipment: Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment loss been recognized for the asset in prior years.”

m) Inventories:

Computer Software and Course Material

inventoies are valued at Lower of Cost and Net Realisable Value, Including necessary provision for Absolescence.

n) Provisions, Contingent Liabilities and Contingent Assets :

The Company recognises provisions when there is present obligation as a result of past event and it is probable that there will be an outflow of resources and reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to the reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent Liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

Contingent assets are not recognized in financial statements since this may result in the recognition of income that may never be realised.

o) Financial instruments:

“Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of

75


the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.”

A. Financial assets

(i) Financial assets carried at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(ii) Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Further, in case where the company has made an irrevocable selection based on its business model, for its investments which are classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income.

(iii) Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

(iv) The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognized as an impairment gain or loss in statement of profit or loss.

B. Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

76


Financial Liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method where the time value of money is significant.

Interest bearing bank loans, overdrafts and unsecured loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement of profit and loss.

Derecognition of financial instruments

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

Fair value of financial instruments

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may or may not be realized.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

Contingency Reserve

The Company transfers to Contingency Reserve out of the Surplus in the Statement of Profit and Loss, such amounts as the Management considers appropriate based on their assessment to meet any contingencies relating to substantial expenditure incurred during the maintenance period of a contract, non-realisation of contract bills earlier recognised as income and claims, if any, lodged by the contractees or by sub-contractors or by any third party against the Company in respect of completed projects for which no specific provision has been made.

p) Earnings Per Share :

The basic earnings per share is computed by dividing the profit/(loss) for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, profit/(loss) for the yearattributable to the equity shareholders and the weighted average number of the equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

77


q) Cash and cash equivalents:

Cash and cash equivalents include cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

r) Transactions in Foreign Currencies:

The financial statements of the Company are presented in Indian rupees (`), which is the functional currency of the Company and the presentation currency for the financial statements.

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction.

Foreign currency monetary assets and liabilities such as cash, receivables, payables, etc., are translated at year end exchange rates.

s) Segment Reporting - Identification of Segments:

The Company’s operations primarily relates to providing information Technology (‘IT’) Services. Accordingly The Company operates in a single segment which represents the primary segment. Secondary Segmental Reporting is performed on the basis of Geographical location of the customers.

t) Leases

The Company determines whether an arrangement contains a lease by assessing whether the fulfillment of a transaction is dependent on the use of a specific asset and whether the transaction conveys the right to use that asset to the Company in return for payment. Where this occurs, the arrangement is deemed to include a lease and is accounted for either as finance or operating lease.

The Company as lessee

Operating lease – Rentals payable under operating leases are charged to the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The Company as lessor

Operating lease – Rental income from operating leases is recognised in the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying value of the leased asset and recognised on a straight line basis over the lease term.

u) Dividend Distribution

Dividends paid (including income tax thereon) is recognised in the period in which the interim dividends are approved by the Board of Directors, or in respect of the final dividend when approved by shareholders. v) Rounding off amounts

All amounts disclosed in the financial statements and notes have been rounded off to the nearest rupees as per the requirement of Schedule III, unless otherwise stated.

78


w) Standards issued but not yet effective

The standards issued, but not yet effective up to the date of issuance of the Company’s financial statements are disclosed below.

Ind AS 115, Revenue from Contract with Customers:

On March 28,2018, Ministry of Corporate Affairs has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that revenue should be recognised when a customer obtains control of a promised good or service and thus has the ability to direct the use and obtain the benefits from the good or service in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Further, the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. The Company will adopt the standard on April1, 2018 and the effect on adoption of Ind AS 115 is expected to be insignificant.

Ind AS 21, Foreign currency transactions and advance consideration:

On March 28, 2018, MCA has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency. This amendment will come into force from April 1, 2018. The Company has evaluated the effect of this on the financial statements and the impact is not material.

79


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80


3.2 Investment Property Particulars Freehold Land

Deemed Cost of Assets As at 1st April, 2016 2,91,630 Additions - Disposal / Adjustments -

As at 31st March, 2017 2,91,630 Addition Disposal / Adjustments

As at 31st March, 2018 2,91,630

Fair value of the Investment property as at 31st March,2018 - Rs.7,46,70,000 (2017- Rs.7,46,70,000)


81


4.1 Investments Particulars 31 March 2018 31 March 2017 1 April 2016

Investments in Equity Instruments (unquoted - fully paid up) Investments Measured at Cost: Subsidiary Companies: Medley Medical Solutions Pvt Ltd 4,10,34,250 2,79,35,250 - 41,03,425 (2017 - 27,93,525) Shares of Rs. 10/- each

TOTAL 4,10,34,250 2,79,35,250 - 4.2. Loans (non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Unsecured, Considered good: Loans to Related Parties 1,35,92,791 - -

TOTAL 1,35,92,791 - -

4.3. Other Financial Assets (non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Rent deposits 46,00,385 46,00,180 26,01,671

Electricity Deposits 4,13,895 4,13,895 3,54,136

TOTAL 50,14,280 50,14,075 29,55,807

5. Deferred tax Asset (net) Particulars 31 March 2018 31 March 2017 1 April 2016 (i) Deferred tax liabilities on timing difference due to:

Depreciation 11,46,224 10,80,725 35,29,504

(ii) Deferred tax assets on account of: Employee benefits 61,07,413 24,56,131 7,883

Others (1,53,028) (1,86,889)

Deferred tax Asset (net) 71,00,609 33,49,967 35,37,387

6. Inventories Particulars 31 March 2018 31 March 2017 1 April 2016

Computer Software - - 3,79,75,246

Course Material - - 1,07,118

TOTAL - - 3,80,82,364

During the year 2017, the Company undertook a periodical review of thr recoverability of the carrying amount of computer software inventory. Upon evaluation and identifying that the inventory was not yeilding revenues due to outdated technology and on account of improvements in technology, the Company has written off rs. 3.80 crores.


82


7.1. Trade Receivables Particulars 31 March 2018 31 March 2017 1 April 2016

Unsecured, considered good 2,55,33,339 2,29,31,720 3,04,28,269 Doubtful 1,18,16,446 - - Less: Allowance for doubtful debts 1,18,16,446 - - TOTAL 2,55,33,339 2,29,31,720 3,04,28,269

7.2. Cash and Cash Equivalents Particulars 31 March 2018 31 March 2017 1 April 2016

a) Balances with banks in current accounts 82,34,847 27,26,359 50,09,185

b) Cash On Hand 3,00,635 62 48,865

TOTAL 85,35,482 27,26,421 50,58,050

7.3. Other fInancial Assets (Current) Particulars 31 March 2018 31 March 2017 1 April 2016

Deposits - - 10,00,000 Loans to Employees 28,77,922 19,24,804 12,55,984 Advances to Others 3,08,64,980 2,06,14,020 1,47,32,465

TOTAL 3,37,42,902 2,25,38,825 1,69,88,449

8. Current tax assets Particulars 31 March 2018 31 March 2017 1 April 2016

TDS Receivable 67,363 67,363 67,363

Incometax Paid under Protest 25,80,494 18,00,000 -

TOTAL 26,47,857 18,67,363 67,363

9. Other current assets Particulars 31 March 2018 31 March 2017 1 April 2016

Service Tax Receivable 68,97,236 50,72,963 36,08,689 Vat Receivable Account - 3,80,165 4,67,842 Advance to Creditors 10,64,338 34,39,441 4,17,358 Prepaid Expenses 6,69,384 4,71,944 4,74,131

TOTAL 86,30,958 93,64,512 49,68,020


83


10. Equity share capital Particulars 31 March 2018 31 March 2017 1 April 2016

AUTHORIZED 1,20,00,000 equity shares of Rs. 10 /- each 12,00,00,000 12,00,00,000 1,00,00,000 ( 2017 - 1,20,00,000,2016 - 1,00,00,000 equity shares of Rs.10 /- each)

TOTAL 12,00,00,000 12,00,00,000 1,00,00,000

ISSUED, SUBSCRIBED & PAID-UP CAPITAL 1,09,68,600 equity shares of Rs. 10 /- each 10,96,86,000 10,36,86,000 9,55,86,000

(2017 - 1,03,68,600, 2016 - 95,58,600

equity shares of Rs.10 /- each)

TOTAL 10,96,86,000 10,36,86,000 9,55,86,000

(A) Movement in equity share capital:

Particulars Number of shares Amount

Balance at April 1, 2016 95,58,600 9,55,86,000 Movement during the year 8,10,000 81,00,000 Balance at March 31, 2017 1,03,68,600 10,36,86,000 Movement during the year 6,00,000 60,00,000 Balance at March 31, 2018 1,09,68,600 10,96,86,000

(B) Details of shareholders holding more than 5% shares in the company

Name of the shareholder As at As at As at 31 March 2018 31 March 2017 1 April 2016

No. of Shares % holding No. of Shares % holding No. of Shares % holding

M SATYENDRA 50,79,212 46.21 44,79,212 43.20 36,69,212 38.29

(C) Terms/Rights attached to equity sharesThe company has only one class of equity shares having a face value of Rs. 10/- each. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the equity shareholders will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.


84


11. Other equity Particulars 31 March 2018 31 March 2017 1 April 2016 Capital Reserve Opening Balance 9,662 9,662 9,662

TOTAL 9,662 9,662 9,662 Securities Premium Reserve 7,97,11,316 6,99,31,316 6,99,31,316

Opening Balance 1,08,00,000 97,80,000 -Add: Premium on Issue of Equity Shares

Closing balance 9,05,11,316 7,97,11,316 6,99,31,316 Retained Earnings Opening balance (30,16,18,988) (26,73,04,668) (2,51,84,731)Translation reserve transferred to retained earnings - - (1,85,00,114) Deferred Tax Asset on Ind AS adjustments (Depreciation) - - 30,43,177 Profit for the year 52,62,854 (3,43,14,320) -

Closing balance (29,63,56,134) (30,16,18,988) (26,73,04,668)Translation Reserve Opening balance 36,43,522 - - Add: Translation reserve for the current year (3,13,928) 36,43,522 - Closing balance 33,29,594 36,43,522 - Money Received against Share Warrents Opening balance 69,30,000 15,35,000 15,35,000 Add:Share Warrants Issued during the period 1,68,20,000 1,05,00,000 - Less:Shares Allotment made during the period (1,68,00,000) (51,05,000)

Closing balance 69,50,000 69,30,000 15,35,000

TOTAL (19,55,55,562) (21,13,24,488) (19,58,28,690)

Nature and purpose of other reserves (i) Capital reserve Capital reserve is a sum earmarked for specific purposes or long-term projects or mitigating capital losses or any

other long-term contingencies. (ii) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

(iii) Translation Reserve The exchange differences arising from the translation of financial statements of Foreign operations with

functional currency other than Indian rupees is recognised in Other Comprehensive Income and presented with equity in the Foreign Currency translation reserve.

(iv) Money Received against Share Warrents During the year, the Company has issued Share Warrants of NIL (P.Y NIL) to Promoters, out of Which NIL are converted in to shares as on 31-03-2018. Further 6,00,000 Share Warrants issued in earlier years are converted in to shares as on 31-03-2018, totaling to109,68,600 shares.


85


12.1. Borrowings (non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Non- current a) Secured loans Vehicle Loans from banks 45,21,753 58,57,574 70,45,722

TOTAL 45,21,753 58,57,574 70,45,722

12.2. Other non-current liabilities Particulars 31 March 2018 31 March 2017 1 April 2016

Security deposits received for land 17,04,84,646 8,14,22,337 7,27,24,010

TOTAL 17,04,84,646 8,14,22,337 7,27,24,010

13. Provisions (non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Provision for employee benefits - Leave encashment 1,25,346 1,24,205 1,12,914 - Gratuity 45,17,580 44,98,343 40,89,403

TOTAL 46,42,926 46,22,548 42,02,317

14. Other non-current liabilities Particulars 31 March 2018 31 March 2017 1 April 2016

Deferred Income- Security Deposit 1,15,95,966 3,13,42,618 4,29,47,834 TOTAL 1,15,95,966 3,13,42,618 4,29,47,834

15.1. Borrowings( Current) Particulars 31 March 2018 31 March 2017 1 April 2016

Unsecured loans - Repayable on demand From Related Parties 31,77,500 68,95,965 83,40,000 From Others 1,26,13,078 3,02,03,156 2,46,19,950 TOTAL 1,57,90,578 3,70,99,121 3,29,59,950


86


15.2 ther financial liabilities (current) Particulars 31 March 2018 31 March 2017 1 April 2016

Current maturities of Longterm Loans 13,35,820 12,11,754 10,56,720 Interest Payable on Unsecured Loans 1,11,46,863 1,11,46,863 1,11,46,862 Creditors for Expenses 2,04,96,034 2,25,36,946 2,39,91,203 Salary Payable 1,00,25,749 81,68,151 69,76,666 Rent Payable 46,56,787 51,83,961 47,03,424 TOTAL 4,76,61,253 4,82,47,675 4,78,74,875

16. Other current liabilities Particulars 31 March 2018 31 March 2017 1 April 2016

Deferred income - security deposits 1,58,92,417 1,16,05,216 1,10,28,156 Statutory Dues 64,85,817 2,05,27,146 2,30,52,246 Duties and Taxes Payable 22,43,897 35,47,784 25,57,639

TOTAL 2,46,22,131 3,56,80,147 3,66,38,041

17. Provisions (Current) Particulars 31 March 2018 31 March 2017 1 April 2016

Employee benefits Gratuity 33,05,719 33,26,097 33,24,060

TOTAL 33,05,719 33,26,097 33,24,060


87


18. Revenue from operations Particulars Year ended Year ended 31 March 2018 31 March 2017Revenue from Operations

Export of Services 7,89,11,199 10,57,85,570

TOTAL 7,89,11,199 10,57,85,570

19. Other income

Particulars Year ended Year ended 31 March 2018 31 March 2017

Provision No Longer Required 24,65,901 -

Liabilities No Longer Required 2,50,35,514 -

Amortisation of Fairvalue of Security Deposit 1,54,59,453 1,10,28,155

TOTAL 4,29,60,868 1,10,28,155

20. Employee benefits expense


Salaries, wages and bonus 3,19,88,201 3,80,04,811 Contribution to provident and other funds 16,35,115 23,82,321 Staff welfare expenses 4,24,400 6,86,146 TOTAL 3,40,47,717 4,10,73,278

21. Finance cost


Interest costs 8,06,255 7,58,158

Other borrowing cost 1,35,55,009 86,98,327

TOTAL 1,43,61,264 94,56,485

22. Depreciation and amortization expense


Depreciation of property, plant and equipment 25,55,757 26,89,308 TOTAL 25,55,757 26,89,308


88


23. Other expenses Particulars Year ended Year ended 31 March 2018 31 March 2017Fuel and Electricity Expenses 11,15,635 10,96,276 Repairs and Maintenance 14,56,914 15,35,559 Commission Expenses 11,70,382 20,94,561 Travelling Expenses 62,48,400 87,34,417 Sales Promotion / Gift Expenses 6,19,500 29,27,637 Advertisement Expenses 11,48,443 8,22,406 Insurance Premium Expenses 7,44,611 8,90,324 Rent Expenses 61,86,780 53,75,095 Rates and Taxes 3,35,521 3,23,061 Auditors Fee: Statutory Audit fees 1,72,874 1,25,000 Tax Audit Fees - 25,000 Internal Audit fees 54,600 60,000 For Other Services - 35,000 Reimbursement of Expenses - 12,136 Legal and Professional Consultancy Fees 2,51,34,277 2,25,73,110 Bank Charges 3,36,414 3,31,069 Printing and Stationery Expenses 43,231 44,132 Postage,Telephones,Courier,Internet & E-mail 5,55,469 1,03,318 Conveyance Expenses 1,82,924 1,92,732 Security Expenses 1,63,026 4,17,930 Subscription and Membership Fees 4,62,668 3,03,857 Entertainment Expenses 21,81,895 - Donation Expenses 2,50,500 - License Fees 3,76,138 4,88,353 Exchange Fluctuation Expense 1,12,656 1,27,635 AGM Expenses 5,35,505 13,76,897 Inventory written off - 3,80,82,364 Office Expenses 4,08,700 - Recruitment and Training Expenses 3,06,818 4,04,595 Provision for doubtful debts 1,18,16,446 - Product Development Cost - 86,26,265 Dues Written Off 56,75,419 - Other Office Expenditure 12,11,416 5,92,824 TOTAL 6,90,07,164 9,77,21,554

24. Income Tax A reconciliation of the Income Tax provision to the amount computed by applying the statutory income tax rate to the net profit before tax is summarized as follows:

Particulars Year ended Year ended 31 March 2018 31 March 2017 Profit before income tax expense 19,00,165 (3,41,26,900)Enacted Tax rates for the financial year 33.12% 33.09%Effect of: Expenses not deductible for Tax purposes 41,43,308 32,75,474 Expenses deductible for Tax purposes 48,73,757 35,00,524 Income tax Payable 3,87,422 - Effective tax rate 20.39% -


89


25. Employee Benefits

(i) Leave obligations The leave obligation covers the Company’s liability for earned leave which is unfunded. (ii) Defined contribution plans The Company has defined contribution plan namely Provident fund. Contributions are made to provident fund at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year towards defined contributions plan is as follows:

Particulars 31 March 2018 31 March 2017

Company’s Contribution to Provident Fund 16,35,155 19,25,683 (iii) Post- employment obligations a) Gratuity: The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.


90


Particulars As at March 31, 2018 As at March 31, 2017

I. Change in Benefit obligation :

Present value of obligation as at the beginning 25,64,207 41,08,640 Interest Cost 1,98,726 3,18,420 Current Service Cost 5,53,479 5,57,323 Benefits paid - - Actuarial (gain) / loss (5,60,624) (24,20,176) Present value of obligation at the end of the period 27,55,788 27,55,788 II. Expenses to be recognized in the Statement of Profit & Loss :

Interest Cost 1,98,726 3,18,420 Current Service Cost 5,53,479 5,57,323 Expected return on Plan Assets - -Net Actuarial (gain)/loss recognized in the period - - Premium Expense - - Expenses recognized in the statement of Profit & Loss 7,52,205 8,75,743

III. Amounts to be recognized in the Balance Sheet: Present value of Obligation as at the end of the period 27,55,788 25,64,207 Fair value of Plan Assets at the end of the period - -Funded Status (27,55,788) (25,64,207)Urecognised Past Service cost - -

IV. Principal Assumptions: Discounting Rate 7.75% p.a. 7.75% p.a.

Salary Escalation Rate 10.00% p.a. 10.00% p.a.

Reconciliation of opening and closing balances of the present value of the defined benefit obligation as at the year ended March 31, 2018 are as follows:

91


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92


26. Related Party Disclosures:

Names of related parties and nature of relationships:

Names of the related parties Nature of relationship

A .key Management Personnel i) M. Satyendra Chairman & Managing Director ii) M. Sunitha Director & CFO iii) K. Rajesh Director iv) J. Siva Sbrshmanya Murthy Director B. Relative of key Management Personnel

i) M. Ravinder Brother of Chairman & Managing Director

ii) M. Shankari Kumari Sister-in-law of Chairman & Managing Director

iii) G. Nagendra Brother of Chairman & Managing Director C. Medley Medical Solutions Private Limited w.e.f.26th August,2016 Subsidary Company

D. Vishwashree Enterprises Private Limited Associate Enterprise in which Directors have Substantial Interest

E. Transaction with Related Parties Particulars Nature of Transaction 2017-2018 2016-2017

M. Satyendra Remuneration 35,90,800 35,93,509

M. Satyendra Loans Received 37,48,465 1,88,04,065

M. Satyendra Loans Repaid 36,94,000 1,85,90,600

Vishwashree Enterprises Private Limited Loans Received 18,87,500 25,12,500

Vishwashree Enterprises Private Limited Loans Repaid 18,60,000 41,70,000

Medley Medical Solutions Private Limited Sale of Software - 1,70,10,000

Medley Medical Solutions Private Limited Investment made during the year - 2,79,35,250

27. Earnings per Share(EPS):


Profit/ (Loss) after Tax(Rs.) 52,62,854 (3,43,14,320)The weighted average number of ordinary shares(No’s) for Basic EPS 1,09,68,600 1,09,68,600 Diluted EPS 1,12,78,600 1,12,78,600 The nominal value per Ordinary Share (EPS)` 10.00 10.00 Earnings per Share (EPS)` Basic 0.48 (3.13)Diluted 0.47 (3.04)

93


28. Contingent liabilities and commitments


a. Contingent liabilities Claims against the company not acknowledged as debt (i) Disputed liability in respect of Income Tax demands relating to F.Y 2004-05 pending at High Court of Telangana 60,41,474 60,41,474 (ii) Disputed liability in respect of Income Tax demands relating to F.Y 2012-13 pending at Income tax department, (Appellate Tribunal) 1,85,93,400 1,85,93,400

Total 2,46,34,874 2,46,34,874

b. Commitments - -

29. Segmental Reporting : The Company operations primarily relate to providing Information Technology(‘IT’) Services. Accordingly the company operates in a single segment. 30. Financial instruments and risk management

Fair values The carrying amounts of other financial liabilities (current), borrowings (current), borrowings(non-current), investments, loans, other financial assest(non current), other financial assets(current), trade receivables, cash and cash equivalents, and loans are considered to be the same as fair value due to their short term nature. The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Set out below, is a comparision by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximation of fair values:

94


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95


*Fair value of instruments is classified in various fair value hierarchies based on the following three levels: Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, which maximise the use of observable market data and rely as little as possible on entity specific estimates. If significant inputs required to fair value an instruments are observable, the instrument is included in Level 2. Level 3: If one or more of the significant inputs are not based on observable market data, the instruments is included in level 3.

Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realized or paid in sale transactions as of respective dates. As such, the fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date. In respect of investments as at the transaction date, the Company has assessed the fair value to be the Realisable Value.

31. Financial risk management

The Company is exposed to market risk (fluctuation in foreign currency exchange rates, price and interest rate), liquidity risk and credit risk, which may adversely impact the fair value of its financial instruments. The Company assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Company.

(A) Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk, interest rate risk and price risk. Financial instruments affected by market risk include loans and borrowings, trade receivables and trade payables. (i) Foreign Currency Risks:

The Company is exposed to currency risk on account of its borrowings and other payables in foreign currency. The functional currency of the Company is Indian Rupee.

(B) Credit Risk

Credit risk is the risk arising from credit exposure to customers, cash and cash equivalents held with banks and current and non-current held-to maturity financial assets.

With respect to credit exposure from customers, the Company has a procedure in place aiming to minimise collection losses. Credit Control team assesses the credit quality of the customers, their financial position, past experience in payments and other relevant factors. Cash and other collaterals are obtained from customers when considered necessary under the circumstances.

The carrying amount of trade receivables, loans, advances, deposits, cash and bank balances and bank deposits represents company’s maximum exposure to the credit risk. No other financial asset carry a significant exposure with respect to the credit risk. Bank deposits and cash balances are placed with reputable banks and deposits are with reputable government, public bodies and others.

The credit quality of financial assets is satisfactory, taking into account the allowance for credit losses. The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer.

96


However, management also considers the factors that may influence the credit risk of its customer base, including default risk associate with the industry and country in which customers operate. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment.

An impairment analysis is performed at each reporting date on an individual basis for major receivables. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

i. Credit risk on cash and cash equivalents and other bank balances is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external agencies.

ii. Credit risk on trade receivables and other financial assets is evaluated as follows:


Period (in days) 1 – 180 1,99,25,823 2,29,31,720 More than 180 56,07,515 -

Total 2,55,33,339 2,29,31,720 (iii) The details of changes in allowance for credit losses during the year Particulars For the Year Ended 31 March 2018 2017

Balance at the beginning of the year - -

Impairment of Trade receivables 1,18,16,446 -

Balance at the end of the year 1,18,16,446 - (iv) Significant estimates and judgements Impairment of financial assets: The impairment provisions for financial assets disclosed above are based on assumptions about risk of default and expected loss rates. The company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period.

(C) Liquidity risk

Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding to meet obligations when due and to close out market positions. Company’s treasury maintains flexibility in funding by maintaining availability under deposits in banks. Management monitors cash and cash equivalents on the basis of expected cash flows.

97


(i) Financing arrangements:

Particulars As at 31 March 2018 31 March 2017 01 April 2016

Expiring within one year (bank overdraft and other facilities) - - -

(ii) Maturities of Financial liabilities Contractual maturities of financial liabilities as at :

Paticulars Gross Carrying Less than More than Amount one year one year

As on March 31 2018 Borrowings 2,03,12,331 1,57,90,578 45,21,753 Other financial liabilities 21,81,45,899 4,76,61,253 17,04,84,646

32. Capital management

Capital management and Gearing Ratio For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The primary objective of the company’s capital management is to maximise the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is debt divided by total capital. The Company includes within debt, interest bearing loans and borrowings. As At As At As AtParticulars 31 March 2018 31 March 2017 01 April 2016

Borrowings Current 1,57,90,578 3,70,99,121 3,29,59,950 Non current 45,21,753 58,57,574 70,45,722

Total Debt 2,03,12,331 45,21,753 4,00,05,672

Equity Equity share capital 10,96,86,000 10,36,86,000 9,55,86,000 Other equity (19,55,55,562) (21,13,24,488) (19,58,28,690)

Total capital (8,58,69,562) (10,76,38,488) (10,02,42,690

Gearing ratio in % (Debt/ capital) -24% -4% -40%

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2018 and 31 March 2017.

98


33. Receipts in Foreign Currencey:

Particulars 2017-2018 2016-2017Revenue from USA Clients 7,21,79,667 8,20,10,536 Revenue from UK Clients 67,31,532 62,71,545 Revenue from Norwey Clients - 13,03,489

Total 7,89,11,199 8,95,85,570

34. Expenditure in Foreign Currencey:

Particulars 2017-2018 2016-2017

Athena USA 3,61,02,930 2,63,90,350 Foreign Travel -INDIA 21,30,073 87,34,417

Total 3,82,33,003 3,51,24,767

35. Confirmations

(i) Detailed breakup of Party wise/Item wise balances with regard to opening balances in respect of majority of the Assets and Liabilities are not available with the company. On the basis of review made by the management necessary provision has already been made in the books of accounts

(ii) Certain Long Term Borrowings of Rs. 268.39 lakhs are subect to comfirmation and reconciliation

(iii) there is a pending legal dispute against the immovable property located at Manikonda village, Ranga Reddy Dist. However the Company is of the hope in resolving the matter positively.

36. First-time adoption of Ind AS Transition to Ind AS These are the Company’s first financial statements prepared in accordance with Ind AS. The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 01 April 2016 (date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting standards) Rules, 2006 (as amended) and other relevant provisions of the Act(previous GAAP or Indian GAAP). An explanation on how the transition from previous GAAP to Ind AS has effected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes. Exemptions and Exceptions availed Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS. A. Ind AS optional exemptions (i) Deemed cost Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all of its Property, Plant & Equipment as recognised in the Financial Statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition, after making necessary adjustments for decommissioning liabilities. This exemption can also be used for Intangible Assets covered by Ind AS 38.

99


Accordingly, the Company has elected to measure all of its Property, Plant & Equipment and Intangible Assets at their previous GAAP carrying value. (ii) Impairment of financial assetsThe Company has applied the exception related to impairment of financial assets given in Ind AS 101. It has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial assets were initially recognised and compared that to the credit risk as at 01 April 2016. B. Ind AS mandatory exceptions (i) Estimates An entity’s estimates in accordance with Ind ASs at the date of transition to Ind As shall be consistent with the estimates made for the same date in accordance with previous GAAP(after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

-Impairment of financial asset based on expected credit loss model. (ii) Classification and measurement of Financial Assets Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

100


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102


Reconciliation between financial results as previously reported under Previous GAAP and Ind AS for the year ended 31 March 2017 Particulars Note Year ended 31stMarch 2017

Net profit as per Previous GAAP (3,64,57,259) a)Impact on account of measuring Liabilities at fair value through profit and loss 2 23,29,828 d) Impact on account of deferred tax 1 (1,86,889) Net profit as per IND AS (3,43,14,320) Other comprehensive Income (Net of Tax) 4 36,43,522 Total Comprehensive Income under IND AS (3,06,70,798)

Reconciliation of total equity as at 31 March 2017 and 1 April 2016 Particulars Notes 31 March 2017 1 April 2016

Total equity(shareholder’s funds) as per previous GAAP Equity Share Capital 10,36,86,000 9,55,86,000 Other Equity 3 (21,65,10,603) (19,88,71,867)

Adjustments Impact on deferred tax on account of Ind AS adjustments 1 28,56,288 30,43,177 Fair valuation of financial liabilites 2 23,29,828 - Total adjustments 51,86,116 30,43,177

Total equity as per Ind AS (10,76,38,487) (10,02,42,690)

Notes to first-time adoption As per Ind AS Transition Facilitation Group (ITFG) considered clarifications issused on 1 on May 5, 2017 the company transferred balance outstanding in the Translation Reserve as on April 1 2016 Rs.1,85,00,114 to retained earnings i.e., surplus in profit and loss account. 1. Under previous GAAP, deferred taxes are computed for timing differences between accounting income and taxable income for the year i.e. using the ‘Income Statement Approach’. Under Ind AS, deferred taxes are computed for temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. This is referred to as the ‘Balance Sheet Approach’. Based on this approach, additional deferred taxes have to be recognized by the Company on all Ind AS adjustments as the same would create temporary differences between the books and tax accounts. 2. Security Deposits: Under the previous GAAP, interest free security deposits (that are refundable in cash on completion of the term) are recorded at their transaction value. Under Ind AS, all financial liabilities are required to be recognised at fair value. Accordingly, The company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as Deferred Income.

103


3. Retained earnings as at April 1, 2016 has been adjusted consequent to the above Ind AS transition adjustments on the date of transition.

4. Under Ind AS, all items of income and expense recognized in a period should be included in the profit or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profi t or loss as ‘other comprehensive income’ includes remeasurements of foreign operations. The concept of ‘other comprehensive income’ did not exist under previous GAAP

37. Assets pledged as security

The carrying amounts of assets pledged as security for current and non-current borrowings are

Particulars 31 March 2018 31 March 2017 1 April 2016

Non-current Assets

(a) Property, plant and equipment 69,65,884 81,28,884 92,91,885

TOTAL 69,65,884 81,28,884 92,91,885

38. Other Notes Previous year’s figures have been regrouped/reclassified/recasted wherever necessary to confirm to the current year’s presentation.

The accompanying notes form an integral part of the financial statements.





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INDEPENDENT AUDITOR’S REPORT

To the Members of ATHENA GLOBAL TECHNOLOGIES LIMITEReport on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of ATHENA GLOBAL TECHNOLOGIES LIMITED (hereinafter referred to as “the Holding Company”) and its subsidiary Medly Medical Solutions Private Limited, Hyderabad (the Holding Company and its subsidiary together referred to as “the Group”) comprising of the Consolidated Balance Sheet as at 31st March, 2018, the Consolidated Statement of Profit and Loss (including other comprehensive income), The Consolidated Statement of Changes in Equity and the Consolidated Statement of Cash Flows for the year then ended, including a summary of the significant accounting policies and other explanatory information (hereinafter referred to as “the consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as “the Act”) that give a true and fair view of the consolidated state of affairs, consolidated profit/loss (including other comprehensive income), consolidated changes in equity and consolidated cash flows of the Group in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting 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 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 free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Holding Company, as aforesaid.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. While conducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included 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 specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable 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 the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Holding Company’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.

105


We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Basis for Qualification:The Company has not provided interest in respect of outstanding long Term Borrowing of 127.65 lakhs as on 31st March, 2018. The management is in discussion with the parties of unsecured loans for reduction/ waiver of interest in respect of the above referred amount. The impact on the accounts is not ascertained.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the effects of matters described in the basis for qualified opinion paragraph the afore said consolidated Ind AS 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 consolidated state of affairs of the Group as at 31st March, 2018, its consolidated profit/loss (including other comprehensive income), its consolidated changes in equity and its consolidated cash flows for the year ended on that date.

Other Matters

(i) The comparative financial information of the company for the year ended 31st March,2017 and Transition date opening balance sheet as on 1st April, 2016 included in these Consolidated Ind AS financial statements, are based on the previously issued statutory financial statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 audited by the then auditors by the then auditors as on 31st March,2017 and 1st April,2016 and their reports for the year ended 31st March,2017 and 31st March,2016 dated 22nd May, 2017 and 2nd May, 2016 respectively expressed unmodified opinion on those Consolidated financial statements.

(ii) We did not audit the financial statements of the subsidiary, Medly Medical Solutions Private Limited, Hyderabad, whose financial statements reflect total assets of Rs. 730.63 lakhs Lakhs, as at 31st March, 2018, total revenues of Rs. 9.44 Lakhs, and net cash flows amounting to Rs.(3.91)Lakhs for the year ended on that date, as considered in the consolidated financial statements. These financial statements have been audited/reviewed by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries and our report in terms of sub-sections (3) and (11) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, is based solely on the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. 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 and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements.

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

106


(c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss, the Consolidated Changes in Equity and the Consolidated Statement of Cash Flow dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting Standards prescribed under Section 133 of the Act.

(e) On the basis of the written representations received from the directors of the Holding Company as on 31st March, 2018 taken on record by the Board of Directors of the Holding Company and the reports of the statutory auditors of its subsidiary company, incorporated in India, none of the directors of the Group companies incorporated in India is disqualified as on 31st March, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group and the operating effectiveness of such controls, refer to our separate report in “Annexure A”

(g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditor’s) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

i. The consolidated financial statements disclosed the impact of pending litigations on the consolidated Ind AS financial position of the Group – Refer Note 29 to the consolidated financial statements.

ii. The group did not have any long term contracts including derivative contracts for which there were any material foreseeable losses.

iii. There were no amounts which were required to be transferred by the group to the Investor Education and Protection Fund.


Sd/- (K SREENIVASAN)Place: Hyderabad PartnerDate: 30thMay, 2018 ICAI Membership No. 206421

107


Annexure - A to the Auditors’ Report

(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

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

In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended 31st March 2018, we have audited the internal financial controls over financial reporting of ATHENA GLOBAL TECHNOLOGIES LIMITED (“the Holding Company”) and its subsidiary company, which is a company incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Holding Company and its subsidiary companies, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Act.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company;

108


and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

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

Opinion

In our opinion, the Holding Company and its subsidiary companies, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Other Matters

Our aforesaid reports under section 143(3)(i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting in so far as it relates to standalone financial statements of one subsidiary, which is a company incorporated in India, is based on the corresponding report of the auditor of such company.

For RAMANATHAM & RAO Chartered Accountants (Firm’s Registration No. 002934S) Sd/-

(K SREENIVASAN)Place: Hyderabad PartnerDate: 30thMay, 2018 ICAI Membership No. 206421

109


AssetsNon-current Assets (a) Property, Plant and Equipment 3.1 3,77,93,247 3,87,63,357 3,95,43,818 (b) Other Intangible assets 3.1 1,58,38,694 1,75,06,576 - (c) Capital Work-In-Progress 55,52,963 55,52,963 55,52,963 (d) Investment Property 3.2 2,91,630 2,91,630 2,91,630 (e) Intangibles under Development 3,01,37,616 - - (f) Financial Assets (i) Loans and Advances 4.1 1,35,92,791 - - (ii) Other Financial Assets 4.2 50,14,280 50,14,075 29,55,807 (g) Deffered tax asset 5 78,16,767 33,49,967 35,37,387 (h) Other Non-current Assets 6 2,62,37,030 96,96,479 - 14,22,75,018 8,01,75,046 5,18,81,605 Current assets (a) Inventories 7 - - 3,80,82,364 (b) Financial Assets

(i) Trade Receivables 8.1 2,63,24,713 2,29,31,720 3,04,28,269 (ii) Cash and Cash Equivalents 8.2 92,76,892 38,59,359 50,58,050 (iii) Other Financial Assets 8.3 3,43,67,902 2,26,08,825 1,69,88,449

(c) Current Tax Assets 9 26,47,857 18,67,363 67,363 (d) Other Current Assets 10 1,42,79,825 1,04,66,466 49,68,020 8,68,97,189 6,17,33,733 9,55,92,515 TOTAL ASSETS 22,91,72,207 14,19,08,779 14,74,74,120 II. EQUITY AND LIABILITIES Equity (a) Equity Share Capital 11 10,96,86,000 10,36,86,000 9,55,86,000 (b) Other Equity 12 (19,70,81,795) (21,13,24,488) (19,58,28,690)(c) Non controlling Interest 1,02,50,342 100 - (7,71,45,453) (10,76,38,388) (10,02,42,690)Liabilities Non-Current Liabilities (a) Financial Liabilities (i) Borrowings 13.1 45,21,753 58,57,574 70,45,722 (ii) Other financial liabilities 13.2 17,04,84,646 8,14,22,337 7,27,24,010 (b) Provisions 14 51,00,869 46,22,548 42,02,317 (c) Other Non-current Liabilities 15 1,15,95,965 3,13,42,618 4,29,47,834

19,17,03,234 12,32,45,078 12,69,19,883 Current Liabilities (a) Financial Liabilities (i) Borrowings 16.1 2,93,83,369 3,70,99,121 3,29,59,950 (ii) Other Financial Liabilities 16.2 5,31,17,920 4,94,51,980 4,78,74,876 (b) Current tax Liabilities 3,87,422 - - (c) Other Current Liabilities 17 2,84,02,068 3,64,24,892 3,66,38,041 (d) Provisions 18 33,23,648 33,26,097 33,24,060 11,46,14,427 12,63,02,090 12,07,96,928 TOTAL EQUITY AND LIABILITIES 22,91,72,207 14,19,08,779 14,74,74,121

Particulars Note No. 31st March 31st March 31st March 2018 2017 2016

CONSOLIDATED BALANCE SHEET AS AT 31 MARCH 2018


Sd/- Sd/- M.SATYENDRA K. RAJESH Chairman & Managing Director Director (DIN : 01843557) (DIN : 02727491) Sd/- Sd/- M. SUNITHA DIVYA AGRAwAL Director & CFO Company Secretary (DIN : 06741426) (M. NO. : 48143)

The accompanying Significant accouting policies and notes form an integral part of the Consolidated financial statements.


Sd/-K.SREENIVASAN PartnerM.No.206421 Place : HyderabadDate : 30.05.2018


110


I. Revenue from operations 19 7,98,55,340 10,57,85,570 II. Other income 20 4,29,60,868 1,10,28,155

III.Total Income (I + II) 12,28,16,208 11,68,13,726 IV. Expenses Employee benefits expense 21 3,65,70,147 4,10,73,278 Finance costs 22 1,44,12,901 94,56,485 Depreciation and amortization expense 23 26,39,540 26,89,308 Other expenses 24 6,99,31,822 9,77,21,554 Total expenses 12,35,54,409 15,09,40,626

V. Profit/(loss) before tax (III - IV) (7,38,201) (3,41,26,900) VI. Tax expense: (1) Current tax (including earlier years) 3,87,422 - (2) Deferred tax (44,66,269) 1,87,420 VII. Profit/(loss) for the year (V-VI) 33,40,646 (3,43,14,320) VIII. Other comprehensive income Items that will not be reclassified to statement of profit and loss a) Foreign currency fluctuation (3,13,928) 36,43,522

Other comprehensive income (net of tax ) (3,13,928) 36,43,522

IX. Total comprehensive income for the year 30,26,718 (3,06,70,798) Profit for the year Attributable to: Owners of the parent 37,36,621 (3,43,14,320) Non-controlling interests 3,95,975 - Total comprehensive income for the year Attributable to: Owners of the parent 34,22,993 (3,06,70,798) Non-controlling interests 3,95,275 - X. Earning per equity share (Face value Rs.10 each) 28 (1) Basic 0.30 (3.13) (2) Diluted 0.30 (3.04)

Year ended Year ended Particulars Note No. 31st March, 2018 31st March, 2017

CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2018



The accompanying Significant accouting policies and notes form an integral part of the Consolidated financial statements.




111


CONSOLIDATED CASH FLOw STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2018

Particulars 31st March, 2018 31st March, 2017

Cash Flows from Operating Activities Net profit/(loss) before tax (7,38,201) (3,41,26,900) Adjustments for : Loss of Subsidary belongs to Minority Share Holders 3,95,975 - Depreciation and amortization expense 26,39,540 26,89,308 Provision for doubtful debts/advances/ impairment 1,18,16,446 - Bad debts written off 56,75,271 - Provision for gratuity and leave encashment 4,75,872 4,22,268 Inventories written off - 3,80,82,364 Other Comprehensive Income (net of tax) - - Operating profit before working capital changes 2,02,64,904 70,67,040 Movements in Working Capital (Increase)/Decrease in Trade Receivables (2,08,84,711) 74,96,549 (Increase)/Decrease in Other financial assets (1,17,59,283) (76,78,643) (Increase)/Decrease in Other Current Assets (38,13,359) (54,98,446) Increase/(Decrease) in Other financial liabilities 36,65,940 15,77,103 Increase/(Decrease) in Other Current liabilities (79,99,697) (2,13,150) Changes in Working Capital (4,07,91,109) (43,16,587) Cash generated from operations (2,05,26,205) 27,50,454 Taxes Paid under Protest (7,80,494) (18,00,000) Net Cash from operating activities (A) (2,13,06,699) 9,50,454 Cash flows from Investing Activities Purchase of Fixed Assets (Including CWIP) (19,47,515) (1,94,15,423) Decrease or Increase in Non Current Investments 1,21,72,551 100 (Increase)/Decrease in loans (1,35,92,791) - Intangibles under development (3,01,37,616) - Net Cash used in Investing Activities (3,35,05,371) (1,94,15,323) Cash flows from/(used in) Financing Activities Amount Received Against share Warrents 1,68,20,000 2,32,75,000 Proceeds from Long term borrowings (13,35,821) (11,88,148) Increase/(Decrease) in Other Non-Current liabilities (1,97,46,653) (1,16,05,216) Increase/(Decrease) in Other Non-Current assets (1,65,40,551) (96,96,479) Changes in other financial liabilites 8,90,62,309 86,98,327 Proceeds from/(Repayment of) Short-term borrowings (77,15,752) 41,39,171 Net Cash used in Financing Activities 6,05,43,532 1,36,22,656 Net Increase/(Decrease) in cash and cash equivalents 57,31,461 (48,42,214) Cash and Cash equivalents at the beginning of the year 2,15,837 50,58,050 Cash and Cash equivalents at the ending of the year (Refer Note 10) 59,47,298 2,15,837



Cash flow statement has been prepared under the indirect method as set out in Ind AS - 7 specified under Section 133 of the Companies Act 2013. The accompanying notes are an integral part of the financial statements. . As per our report of even dateFOR RAMANATHAM & RAOChartered Accountants



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Note: 1

1 Company Information:

Athena Global Technologies Limited (‘the Company’) is a public limited company incorporated in India having its registered office at Hyderabad, Telangana. The Company is engaged in Software Development & Consulting. The accompanying Consolidated Financial Statements includes the accounts of Head Office in India and overseas branches in USA and UK.

2 Significant Accounting Policies:

This note provides a list of the significant accounting policies adopted in the preparation of the Consolidated financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.

a) Statement of Compliance:

The Consolidated financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Amendment Rules, 2016 and Companies (Indian Accounting Standards) Amendment Rules, 2017, the relevant provisions of the Companies Act, 2013 (‘the Act’) and guidelines issued by the Securities and Exchange Board of India (SEBI), as applicable.

The Consolidated financial statements for the year ended March 31, 2018 are the Company’s first Ind AS Consolidated financial statements. The date of transition to Ind AS is April 1, 2016. Accordingly, the Company has prepared an Opening Ind AS Balance Sheet as on April 1, 2016 and comparative figures for the year ended March 31, 2017 are also in compliance with Ind AS. An explanation of how the transition to Ind AS has effected the previously reported financial position, financial performance and cash flows of the Company is provided in Note 37.

The transition to Ind AS has resulted in changes in the presentation of the Consolidated Financial Statements, disclosures in the notes thereto and accounting policies and principles, which are duly are approved and authorised for issue by the Board of Directors of the Company.

The following are the details of subsidiaries considered for the purpose of Consolidation:

Subsidary Company: Medly Medical Solutions Private Limited w.e.f.26th August,2016. b) Basis of preparation:

The Consolidated Financial Statements have been prepared under the historical cost convention with the exception of certain assets and liabilities that are required to be carried at fair values by Ind AS. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

c) Use of estimates and critical accounting judgements:

In preparation of the Consolidated Financial Statements, the Company makes judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and the associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and the underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and future periods affected.

Significant judgements and estimates relating to the carrying values of assets and liabilities include useful

115


lives of property, plant and equipment and intangible assets, impairment of property, plant and equipment, intangible assets and investments, provision for employee benefits and other provisions, recoverability of deferred tax assets, commitments and contingencies.”

d) Revenue Recognition:

i) Sale of services

Income is recognised on the signing of the agreement for sale in case of domestic sales. In the case of exports revenue is recognised on completion of the delivery as per terms of relevent agreement or on completion basis whichever is earlier.

ii) Other income

Interest Income is recognised on time proportion basis taking in to account the amount outstanding and the rate applicable.

e) Borrowing Costs:

Borrowings costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for the intended use or sale.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing cost eligible for capitalization.

Other borrowings costs are expensed in the period in which they are incurred.

f) Employee Benefits:

(i) Short-term obligations

Liabilities for wages and salaries, including non-monetary benefits that are expected to be settled wholly within 12 months after the end of the period in which the employees render the related service are recognized in respect of employees’ services up to the end of the reporting period and are measured at the amounts expected to be paid when the liabilities are settled. The liabilities are presented as current employee benefit obligations in the balance sheet.

(ii) Other long-term employee benefit obligations

The liabilities for earned leave is not expected to be settled wholly within 12 months after the end of the period in which the employees render the related service. They are therefore measured at the present value of expected future payments to be made in respect of services provided by employees up to the end of the reporting period using the projected unit credit method. The benefits are discounted using the market yields at the end of the reporting period that have terms approximating to the terms of the related obligations. Remeasurements as a result of the experience adjustments and changes in actuarial assumptions are recognized in profit or loss.

The obligations are presented as current liabilities in the balance sheet if the entity does not have an unconditional right to defer settlement for at least twelve months after the reporting period, regardless of when the actual settlement is expected to occur.”

(iii) Gratuity obligations

The liability or assets recognized in the balance sheet in respect of gratuity plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets. The defined

116


benefit obligation is calculated annually by actuaries using the projected unit credit method.

The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows by reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation.

The net interest cost is calculated by applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in employee benefit expense in the statement of profit and loss.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognized in the period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet.

Changes in the present value of the defined benefit obligation resulting from plan amendments or curtailments are recognized immediately in profit or loss.”

(iv) Defined contribution plans

The Company pays provident fund contributions to publicly administered funds as per local regulations. The Company has no further payment obligations once the contributions have been paid. The contributions are accounted for as defined contribution plans and the contributions are recognized as employee benefit expense when they are due. “

g) Income Taxes:

Tax expense for the year comprises current and deferred tax.

Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with the applicable tax rates and the provisions of the Income-tax Act, 1961 and other applicable tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the Consolidated Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary differences arise from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they are related to income taxes levied by the same tax authority, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

h) Property, plant and equipment(PPE):

Property, plant and equipment are carried at cost less accumulated depreciation and impairment losses, if

117


any. The cost of property, plant and equipment comprises of purchase price, applicable duties and taxes, any directly attributable expenditure on making the asset ready for its intended use, other incidental expenses and interest on borrowings attributable to acquisition of qualifying fixed assets, upto the date the asset is ready for its intended use.

All other repair and maintenance costs, including regular servicing, are recognised in the statement of profit and loss as incurred. When a replacement occurs, the carrying value of the replaced part is de-recognised. Where an item of property, plant and equipment comprises major components having different useful lives, these components are accounted for as separate items.”

Property, Plant and equipment retired from active use and held for sale are stated at the lower of their net book value and net realizable value and are disclosed separately.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

i) Expenditure during Product Developmentperiod:

Expenditure during Developement period (including finance cost related to borrowed funds for construction or acquisition of qualifying PPE) is included under Capital Work-in-Progress and the same is allocated to the respective PPE on the completion of their development.

j) Depreciation:

Depreciation is the systematic allocation of the depreciable amount of PPE over its useful life and is provided on the straight line method over the useful lives as prescribed in Schedule II to the Act.

k) Investment Property:

Investment properties are properties held to earn capital appreciation (including property under construction for such purposes). Investment properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are measured at cost model which is in accordance with the Ind AS 40.

An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no further economic benefits expected from disposal. Any gain or loss arising on derecognition of the property is included in profit or loss in the period in which the property is derecognised.

l) Impairment of Assets:

Intangible assets and property, plant and equipment: Intangible assets and property, plant and equipment are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which the asset belongs.

If such assets are considered to be impaired, the impairment to be recognized in the statement of profit and loss is measured by the amount by which the carrying value of the assets exceeds the estimated recoverable amount of the asset. An impairment loss is reversed in the statement of profit and loss if there has been a change in the estimates used to determine the recoverable amount. The carrying amount of the asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortization or depreciation) had no impairment

118


loss been recognized for the asset in prior years.

m) Inventories:

Computer Software and Course Material

inventoies are valued at Lower of Cost and Net Realisable Value, Including necessary provision for Absolescence.

n) Provisions, Contingent Liabilities and Contingent Assets :

The Company recognises provisions when there is present obligation as a result of past event and it is probable that there will be an outflow of resources and reliable estimate can be made of the amount of the obligation. If the effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each reporting date and are adjusted to the reflect the current best estimate.

A present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability. Contingent Liabilities are also disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.

Contingent assets are not recognized in Consolidated Financial Statements since this may result in the recognition of income that may never be realised.

o) Financial instruments:

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.”

A. Financial assets

(i) Financial assets carried at amortised cost

A financial asset is subsequently measured at amortised cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

(ii) Financial assets at fair value through other comprehensive income

A financial asset is subsequently measured at fair value through other comprehensive income if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Further, in case where the company has made an irrevocable selection based on its business model, for its investments which are

119


classified as equity instruments, the subsequent changes in fair value are recognized in other comprehensive income.

(iii) Financial assets at fair value through profit or loss

A financial asset which is not classified in any of the above categories are subsequently fair valued through profit or loss.

(iv) The Company recognizes loss allowances using the expected credit loss (ECL) model for the financial assets which are not fair valued through profit or loss. Loss allowance for trade receivables with no significant financing component is measured at an amount equal to lifetime ECL. For all other financial assets, expected credit losses are measured at an amount equal to the 12-month ECL, unless there has been a significant increase in credit risk from initial recognition in which case those are measured at lifetime ECL. The amount of expected credit losses (or reversal) that is required to adjust the loss allowance at the reporting date to the amount that is required to be recognised is recognized as an impairment gain or loss in statement of profit or loss.

B. Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the Company are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity Instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial Liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest rate method where the time value of money is significant.

Interest bearing bank loans, overdrafts and unsecured loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest rate method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in the statement of profit and loss.

Derecognition of financial instruments

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial liability (or a part of a financial liability) is derecognized from the Company’s balance sheet when the obligation specified in the contract is discharged or cancelled or expires.

Fair value of financial instruments

In determining the fair value of its financial instruments, the Company uses a variety of methods and assumptions that are based on market conditions and risks existing at each reporting date. The methods used to determine fair value include discounted cash flow analysis, available quoted market prices and

120


dealer quotes. All methods of assessing fair value result in general approximation of value, and such value may or may not be realized.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally enforceable right to offset the recognized amounts and there is an intention to settle on a net basis or realize the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Company or the counterparty.

Contingency Reserve

The Company transfers to Contingency Reserve out of the Surplus in the Statement of Profit and Loss, such amounts as the Management considers appropriate based on their assessment to meet any contingencies relating to substantial expenditure incurred during the maintenance period of a contract, non-realisation of contract bills earlier recognised as income and claims, if any, lodged by the contractees or by sub-contractors or by any third party against the Company in respect of completed projects for which no specific provision has been made.

p) Earnings Per Share :

The basic earnings per share is computed by dividing the profit/(loss) for the year attributable to the equity shareholders by the weighted average number of equity shares outstanding during the year. For the purpose of calculating diluted earnings per share, profit/(loss) for the yearattributable to the equity shareholders and the weighted average number of the equity shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares.

q) Cash and cash equivalents:

Cash and cash equivalents include cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less), highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

r) Transactions in Foreign Currencies:

The Consolidated Financial Statements of the Company are presented in Indian rupees (`), which is the functional currency of the Company and the presentation currency for the Consolidated Financial Statements.

Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of transaction.

Foreign currency monetary assets and liabilities such as cash, receivables, payables, etc., are translated at year end exchange rates.

s) Segment Reporting - Identification of Segments:

The Company’s operations primarily relates to providing information Technology (‘IT’) Services. Accordingly The Company operates in a single segment which represents the primary segment.

t) Leases

The Company determines whether an arrangement contains a lease by assessing whether the fulfillment of a transaction is dependent on the use of a specific asset and whether the transaction conveys the right to use

121


that asset to the Company in return for payment. Where this occurs, the arrangement is deemed to include a lease and is accounted for either as finance or operating lease.

The Company as lessee

Operating lease – Rentals payable under operating leases are charged to the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

The Company as lessor

Operating lease – Rental income from operating leases is recognised in the statement of profit and loss on a straight line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset is diminished. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying value of the leased asset and recognised on a straight line basis over the lease term.

u) Dividend Distribution

Dividends paid (including income tax thereon) is recognised in the period in which the interim dividends are approved by the Board of Directors, or in respect of the final dividend when approved by shareholders.

v) Rounding off amounts

All amounts disclosed in the Consolidated Financial Statements and notes have been rounded off to the nearest rupees as per the requirement of Schedule III, unless otherwise stated.

w) Standards issued but not yet effective

The standards issued, but not yet effective up to the date of issuance of the Company’s Consolidated Financial Statements are disclosed below.

Ind AS 115, Revenue from Contract with Customers:

On March 28,2018, Ministry of Corporate Affairs has notified the Ind AS 115, Revenue from Contract with Customers. The core principle of the new standard is that revenue should be recognised when a customer obtains control of a promised good or service and thus has the ability to direct the use and obtain the benefits from the good or service in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. Further, the new standard requires enhanced disclosures about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity’s contracts with customers. The Company will adopt the standard on April1, 2018 and the effect on adoption of Ind AS 115 is expected to be insignificant.

Ind AS 21, Foreign currency transactions and advance consideration:

On March 28, 2018, MCA has notified the Companies (Indian Accounting Standards) Amendment Rules, 2018 containing Ind AS 21, Foreign currency transactions and advance consideration which clarifies the date of the transaction for the purpose of determining the exchange rate to use on initial recognition of the related asset, expense or income, when an entity has received or paid advance consideration in a foreign currency.

122


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Investment Property Particulars Freehold Land

Deemed Cost of Assets As at 1st April, 2016 2,91,630 Addition - Disposal / Adjustments -

As at 31st March, 2017 2,91,630 Addition - Disposal / Adjustments -

As at 31st March, 2018 2,91,630

Fair value of the Investment property as at 31st March,2018 - Rs.7,46,70,000 (2017- Rs.7,46,70,000)

124


4.1. Loans (non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Unsecured, Considered good:

Loans to Related Parties 1,35,92,791 - -

TOTAL 1,35,92,791 - -

4.2. Other Financial Assets(non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Rent deposits 46,00,385 46,00,180 26,01,671 Electricity Deposits 4,13,895 4,13,895 3,54,136

TOTAL 50,14,280 50,14,075 29,55,807

5. Deferred tax Asset (net) Particulars 31 March 2018 31 March 2017 1 April 2016 (i) Deferred tax liabilities on timing difference due to:

Depreciation 18,62,382 10,80,725 35,29,504

(ii) Deferred tax assets on account of: Employee benefits 61,07,413 24,56,131 7,883

Others (1,53,028) (1,86,889) -

Deferred tax Asset (net) 78,16,767 33,49,967 35,37,387

6. Other Non Current Assets Particulars 31 March 2018 31 March 2017 1 April 2016

Business Development Exp -Deferred 1,65,40,551 - -

Pre-Operative Expenses 96,46,479 96,46,479 -

Preliminary Expenses 50,000 50,000 -

TOTAL 2,62,37,030 96,96,479 -


125


7. Inventories Particulars 31 March 2018 31 March 2017 1 April 2016

Computer Software - - 3,79,75,246

Course Material - - 1,07,118

TOTAL - - 3,80,82,364

8.1. Trade Receivables Particulars 31 March 2018 31 March 2017 1 April 2016

Unsecured, considered good 2,63,24,713 2,29,31,720 3,04,28,269 Doubtful 1,18,16,446 - -

Less: Allowance for doubtful debts 1,18,16,446 - -

TOTAL 2,63,24,713 2,29,31,720 3,04,28,269

8.2. Cash and Cash Equivalents Particulars 31 March 2018 31 March 2017 1 April 2016

a) Balances with banks in current accounts 89,76,166 38,59,197 50,09,185

b) Cash on Hand 3,00,726 162 48,865

TOTAL 92,76,892 38,59,359 50,58,050

8.3. Other financial Assets (current) Particulars 31 March 2018 31 March 2017 1 April 2016

Deposits - - 10,00,000

Loans to Employees 35,02,922 19,94,804 12,55,984

Advances to Others 3,08,64,980 2,06,14,020 1,47,32,465

TOTAL 3,43,67,902 2,26,08,825 1,69,88,449

9. Current tax assets (net) Particulars 31 March 2018 31 March 2017 1 April 2016

TDS Receivable 67,363 67,363 67,363

Incometax Paid under Protest 25,80,494 18,00,000 -

TOTAL 26,47,857 18,67,363 67,363


126


10. Other current assets Particulars 31 March 2018 31 March 2017 1 April 2016

Service Tax Receivable 68,97,236 50,72,963 36,08,689 Vat Receivable Account - 3,80,165 4,67,842 Advance to Creditors 10,64,338 34,39,441 4,17,358 Prepaid Expenses 8,16,265 4,71,944 4,74,131 Advances to Expenses 12,66,365 - - Security Deposits 10,39,150 5,00,000 - Advances to Staff 69,597 1,10,000 - Bills for Collection 5,51,513 - - Service tax/GST Receivable 25,75,362 4,91,954 -

TOTAL 1,42,79,825 1,04,66,466 49,68,020 11. Equity share capital Particulars 31 March 2018 31 March 2017 1 April 2016

AUTHORIZED 1,20,00,000 equity shares of Rs. 10 /- each 12,00,00,000 12,00,00,000 1,00,00,000 ( 2017 - 1,20,00,000,2016 - 1,00,00,000 equity shares of Rs.10 /- each)

TOTAL 12,00,00,000 12,00,00,000 1,00,00,000

ISSUED, SUBSCRIBED & PAID-UP CAPITAL 1,09,68,600 equity shares of Rs. 10 /- each 10,96,86,000 10,36,86,000 9,55,86,000

(2017 - 1,03,68,600, 2016 - 95,58,600

equity shares of Rs.10 /- each)

TOTAL 10,96,86,000 10,36,86,000 9,55,86,000

(A) Movement in equity share capital:

Particulars Number of shares Amount Balance at April 1, 2016 95,58,600 9,55,86,000

Movement during the year 8,10,000 81,00,000

Balance at March 31, 2017 1,03,68,600 10,36,86,000 Movement during the year 6,00,000 60,00,000

Balance at March 31, 2018 1,09,68,600 10,96,86,000


127


(B) Details of shareholders holding more than 5% shares in the company

Name of the shareholder As at As at As at 31 March 2018 31 March 2017 1 April 2016

No. of Shares % holding No. of Shares % holding No. of Shares % holding

M SATYENDRA 50,79,212 46.21 44,79,212 43.20 36,69,212 38.29

(C) Terms/Rights attached to equity sharesThe company has only one class of equity shares having a face value of Rs. 10/- each. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian Rupees. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation of the company, the equity shareholders will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.


128


12. Other equity Particulars 31 March 2018 31 March 2017 1 April 2016 Capital Reserve Opening Balance 9,662 9,662 9,662 TOTAL 9,662 9,662 9,662 Securities Premium Reserve

Opening Balance 7,97,11,316 6,99,31,316 6,99,31,316Add: Premium on Issue of Equity Shares 1,08,00,000 97,80,000 -

Closing balance 9,05,11,316 7,97,11,316 6,99,31,316 Retained Earnings Opening balance (30,16,18,988) (26,73,04,668) (25,18,47,731)Translation reserve transferred to retained earnings - - (1,85,00,114 Deferred Tax Asset on Ind AS adjustments (Depreciation) - - 30,43,117 Profit for the year 37,36,621 (3,43,14,320) -

Closing balance (29,78,82,367) (30,16,18,988) (26,73,04,668)Translation Reserve Opening balance 36,43,522 - - Add: Translation reserve for the current year (3,13,928) 36,43,522 - Closing balance 33,29,594 36,43,522 - Money Received against Share warrents Opening balance 69,30,000 15,35,000 15,35,000 Add:Share Warrants Issued during the period 1,68,20,000 1,05,00,000 - Less:Shares Allotment made during the period (1,68,00,000) (51,05,000)

Closing balance 69,50,000 69,30,000 15,35,000

TOTAL (19,70,81,795) (21,13,24,488) (19,58,28,690)

Nature and purpose of other reserves (i) Capital reserveCapital reserve is a sum earmarked for specific purposes or long-term projects or mitigating capital losses or any otherlong-term contingencies. (i) Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilised in accordance with the provisions of the Act.

(i) Translation Reserve The exchange differences arising from the translation of financial statements of Foreign operations with

functional currency other than Indian rupees is recognised in Other Comprehensive Income and presented with equity in the Foreign Currency translation reserve.

(ii) Money Received against Share warrents During the year, the Company has issued Share Warrants of NIL (P.Y NIL) to Promoters, out of Which NIL are converted in to shares as on 31-03-2018. Further 6,00,000 Share Warrants issued in earlier years are converted in to shares as on 31-08-2018, totaling to109,68,600 shares.


129


13.1. Borrowings (non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Non- current a) Secured loans Vehicle Loans from Banks 45,21,753 58,57,574 70,45,722

TOTAL 45,21,753 58,57,574 70,45,722

13.2. Other financial liabilities (non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Security deposits received for land 17,04,84,646 8,14,22,337 7,27,24,010 TOTAL 17,04,84,646 8,14,22,337 7,27,24,010

14. Provisions (non-current) Particulars 31 March 2018 31 March 2017 1 April 2016

Provision for employee benefits - Leave encashment 3,84,322 1,24,205 1,12,914 - Gratuity 47,16,547 44,98,343 40,89,403 TOTAL 51,00,869 46,22,548 42,02,317

15. Other non-current liabilities Particulars 31 March 2018 31 March 2017 1 April 2016

Deferred Income- Security Deposit 1,15,95,966 3,13,42,618 4,29,47,834 TOTAL 1,15,95,966 3,13,42,618 4,29,47,834

16.1. Borrowings( Current) Particulars 31 March 2018 31 March 2017 1 April 2016

Repayable on demand From Related Parties 1,67,70,291 68,95,965 83,40,000 From Others 1,26,13,078 3,02,03,156 2,46,19,950 TOTAL 2,93,83,369 3,70,99,121 3,29,59,950


130


16.2 Other financial liabilities (current) Particulars 31 March 2018 31 March 2017 1 April 2016

Current maturities of Longterm Loans 13,35,820 12,11,754 10,56,720 Interest Payable on Unsecured Loans 1,11,46,863 1,11,46,863 1,11,46,862 Creditors for Expenses 2,34,35,995 2,33,78,697 2,39,91,203 Salary Payable 1,25,42,455 85,30,705 69,76,666 Rent Payable 46,56,787 51,83,961 47,03,424 TOTAL 5,31,17,920 4,94,51,980 4,78,74,875

17. Other current liabilities Particulars 31 March 2018 31 March 2017 1 April 2016

Deferred income - security deposits 1,58,92,417 1,16,05,216 1,10,28,156 Statutory Dues 64,85,817 2,05,27,146 2,30,52,246 Duties & Taxes Payable 22,43,897 35,47,784 25,57,639 Bills For Payments 6,33,789 - - Other Payables 31,46,148 7,44,745 - TOTAL 2,84,02,068 3,64,24,892 3,66,38,041

18. Provisions (Current) Particulars 31 March 2018 31 March 2017 1 April 2016

Employee benefits Gratuity 33,06,321 33,26,097 33,24,060 Provision for Leave Encashment 17,327 - - TOTAL 33,23,648 33,26,097 33,24,060


131


19. Revenue from operations Particulars Year ended Year ended 31 March 2018 31 March 2017Sale of Service (i) Domestic Sales (including Excise Duty) 9,44,141 - (ii) Export Sales 7,89,11,199 10,57,85,570

TOTAL 7,98,55,340 10,57,85,570

20. Other income


Provision No Longer Required 24,65,901 -

Liabilities No Longer Required 2,50,35,514 -

Deffered Income on Fairvalue of Security Deposit 1,54,59,453 1,10,28,155

TOTAL 4,29,60,868 1,10,28,155

21. Employee benefits expense


Salaries, wages and bonus 3,39,63,288 3,80,04,811 Contribution to provident and other funds 21,82,458 23,82,321 Staff welfare expenses 4,24,400 6,86,146

TOTAL 3,65,70,147 4,10,73,278

22. Finance cost


Interest and Finance charges 8,57,892 7,58,158

Other borrowing costs 1,35,55,009 86,98,327

TOTAL 1,44,12,901 94,56,485

23. Depreciation and amortization expense


Depreciation of property, plant and equipment 26,39,540 26,89,308 TOTAL 26,39,540 26,89,308


132


24. Other expenses Particulars Year ended Year ended 31 March 2018 31 March 2017Power and Fuel 11,15,635 10,96,276 Repairs and Maintenance - To Buildings 11,76,401 8,90,839 - To Other Assets 2,80,513 6,44,720 Commission Expenses 11,70,382 20,94,561 Travelling Expenses 62,48,400 87,34,417 Sales Promotion / Gift Expenses 6,19,500 29,27,637 Advertisement Expenses 11,48,443 8,22,406 Insurance Premium Expenses 7,44,611 8,90,324 Rent Expenses 61,86,780 53,75,095 Rates and Taxes 3,35,521 3,23,061 Auditors Fee: Statutory Audit fees 2,11,374 1,25,000 Internal Audit fee 40,000 - Tax Audit Fees - 25,000 For Other Services - 35,000 Reimbursement of Expenses - 12,136 Legal and Professional Consultancy Fees 2,51,34,277 2,25,73,110 Bank Charges 3,36,414 3,31,069 Printing and Stationery Expenses 43,231 44,132 Postage,Telephones,Courier,Internet & E-mail 5,55,469 1,03,318 Conveyance Expenses 8,19,349 1,92,732 Security Expenses 1,63,026 4,17,930 Subscription and Membership Fees 4,62,668 3,03,857 Entertainment Expenses 21,81,895 - Donation Expenses 2,50,500 - License Fees 3,76,138 4,88,353 Office Expenses 8,54,225 9,21,215 Exchange Fluctuation Expense 1,12,656 1,27,635 Product Development Cost - 86,26,265 Communication Expense 3,57,339 9,99,453 Internal Audit Expense 54,600 60,000 Prior Period adjustment - (13,83,821) AGM Expenses 5,35,505 13,76,897 Penalties - 5,102 Web designing charges - 50,875 Inventory written off - 3,80,82,364 Medicare Company 38,127 - Perdium 3,70,573 - Recruitment and Training Expenses 3,06,818 4,04,595 Excpected Credit Loss 1,18,16,446 - Dues Written Off - Mom India 56,75,271 - Logistics Expenses 2,06,947 - Misc. Expenditure 2,786 - TOTAL 6,99,31,822 9,77,21,554

133


25. Income Tax A reconciliation of the Income Tax provision to the amount computed by applying the statutory income tax rate to the net profit before tax is summarized as follows:

Particulars Year ended Year ended 31 March 2018 31 March 2017 Profit before tax (7,38,201) (3,41,26,900)

Enacted Tax rates for the financial year 33.12% 33.09%

Effect of:

Losses of sbsidariesNot allowable for tax 19,22,209 -

Expenses not deductible for Tax purposes 46,43,590 32,75,474

Expenses deductible for Tax purposes 49,44,219 35,00,524

Taxable at Special Rates - -

Tax Payable 3,87,422 -

Effective tax rate 52.48% -


134


26. Employee Benefits (i) Leave obligations The leave obligation covers the Company’s liability for earned leave which is unfunded. (ii) Defined contribution plans The Company has defined contribution plan namely Provident fund. Contributions are made to provident fund at the rate of 12% of basic salary as per regulations. The contributions are made to registered provident fund administered by the Government. The obligation of the Company is limited to the amount contributed and it has no further contractual nor any constructive obligation. The expense recognised during the year towards defined contributions plan is as follows:


Group’s Contribution to Provident Fund 17,06,626 20,63,212 (iii) Post- employment obligations a) Gratuity: The Group provides for gratuity for employees as per the Payment of Gratuity Act, 1972. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary multiplied for the number of years of service. The present value of obligation is determined based on actuarial valuation using the Projected Unit Credit Method, which recognises each period of service giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.


135



I. Change in Benefit obligation : Present value of obligation as at the beginning 25,64,207 41,08,640 Interest Cost 1,98,726 3,18,420 Current Service Cost 7,48,477 5,57,323 Benefits paid - - Actuarial (gain) / loss (4,96,044) (24,20,176) Present value of obligation at the end of the period 30,15,366 25,64,207 II. Expenses to be recognized in the Statement of Profit & Loss : Interest Cost 1,98,726 3,18,420 Current Service Cost 7,48,477 5,57,323 Expected return on Plan Assets - - Net Actuarial (gain)/loss recognized in the period - - Premium Expense - - Expenses recognized in the statement of Profit & Loss 9,47,203 8,75,743 III. Amounts to be recognized in the Balance Sheet: Present value of Obligation as at the end of the period 30,15,366 25,64,207

Fair value of Plan Assets at the end of the period -

Funded Status (30,15,366) (25,64,207)

Urecognised Past Service cost

IV. Principal Assumptions: Discounting Rate 7.75% p.a 7.75% p.a

Salary Escalation Rate 10.00% p.a 10.00% p.a

Reconciliation of opening and closing balances of the present value of the defined benefit obligation as at the year ended March 31, 2018 are as follows:


136


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137

27. Related Party Disclosures:

Names of related parties and nature of relationships:

Names of the related parties Nature of relationship

A .Key Management Personnel i) M. Satyendra Chairman & Managing Director ii) M. Sunitha Director & CFO iii) K. Rajesh Director iv) J. Siva Sbrshmanya Murthy Director B. Relative of Key Management Personnel

i) M. Ravinder Brother of Chairman & Managing Director

ii) M. Shankari Kumari Sister-in-law of Chairman & Managing Director

iii) G. Nagendra Brother of Chairman & Managing Director

C. Vishwashree Enterprises Private Limited Associate Enterprise in which Directors have Substantial Interest

D. Transaction with Related Parties

Particulars Nature of Transaction 2017-2018 2016-2017

M. Satyendra Remuneration 35,90,800 35,93,509

M. Satyendra Loans Received 37,48,465 1,88,04,065

M. Satyendra Loans Repaid 36,94,000 1,85,90,600

Vishwashree Enterprises Private Limited Loans Received 18,87,500 25,12,500

Vishwashree Enterprises Private Limited Loans Repaid 18,60,000 41,70,000

28. Earnings per Share(EPS):


Profit/ (Loss) after Tax (Rs.) 33,40,646 (3,43,14,320) The weighted average number of ordinary shares for Basic EPS (No.s) 1,09,68,600 1,09,68,600 Diluted EPS (No.s) 1,12,78,600 1,12,78,600 The nominal value per Ordinary Share (Rs.) 10 10 Earnings per Share (Rs.) Basic 0.30 (3.13) Diluted 0.30 (3.04)

138


29. Contingent liabilities and commitments


a. Contingent liabilities Claims against the company not acknowledged as debt (i) Disputed liability in respect of Income Tax demands relating to F.Y 2004-05 pending at High Court of Telangana 60,41,474 60,41,474 (ii) Disputed liability in respect of Income Tax demands relating to F.Y 2012-13 pending at Income tax department, (Appellate Tribunal) 1,85,93,400 1,85,93,400

Total 2,46,34,874 2,46,34,874

b. Commitments - -

30. Segmental Reporting : The Company operations primarily relate to providing Information Technology(‘IT’) Services. Accordingly the company operates in a single segment. 31. Financial instruments and risk management

Fair values The carrying amounts of other financial liabilities (current), borrowings (current), borrowings(non-current), investments, loans, other financial assest(non current), other financial assets(current), trade receivables, cash and cash equivalents, and loans are considered to be the same as fair value due to their short term nature. The fair value of financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Set out below, is a comparision by class of the carrying amounts and fair value of the Company’s financial instruments, other than those with carrying amounts that are reasonable approximation of fair values:

139


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140


Fair value of instruments is classified in various fair value hierarchies based on the following three levels: Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques, which maximise the use of observable market data and rely as little as possible on entity specific estimates. If significant inputs required to fair value an instruments are observable, the instrument is included in Level 2. Level 3: If one or more of the significant inputs are not based on observable market data, the instruments is included in level 3.

Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates presented above are not necessarily indicative of the amounts that the Company could have realized or paid in sale transactions as of respective dates. As such, the fair value of financial instruments subsequent to the reporting dates may be different from the amounts reported at each reporting date. In respect of investments as at the transaction date, the Company has assessed the fair value to be the Realisable Value.

32. Financial risk management

The Group is exposed to market risk (fluctuation in foreign currency exchange rates, price and interest rate), liquidity risk and credit risk, which may adversely impact the fair value of its financial instruments. The Group assesses the unpredictability of the financial environment and seeks to mitigate potential adverse effects on the financial performance of the Group.

A. Market Risk:

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency risk, interest rate risk and price risk. Financial instruments affected by market risk include loans and borrowings, trade receivables and trade payables.

(i) Foreign Currency Risks:

The Company is exposed to currency risk on account of its borrowings and other payables in foreign currency. The functional currency of the Company is Indian Rupee.

B. Credit Risk:

Credit risk is the risk arising from credit exposure to customers, cash and cash equivalents held with banks and current and non-current held-to maturity financial assets.

With respect to credit exposure from customers, the Company has a procedure in place aiming to minimise collection losses. Credit Control team assesses the credit quality of the customers, their financial position, past experience in payments and other relevant factors. Cash and other collaterals are obtained from customers when considered necessary under the circumstances.

The carrying amount of trade receivables, loans, advances, deposits, cash and bank balances and bank deposits represents company’s maximum exposure to the credit risk. No other financial asset carry a significant exposure with respect to the credit risk. Bank deposits and cash balances are placed with reputable banks and deposits are with reputable government, public bodies and others.

The credit quality of financial assets is satisfactory, taking into account the allowance for credit losses.

141


The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may influence the credit risk of its customer base, including default risk associate with the industry and country in which customers operate. Credit quality of a customer is assessed based on an extensive credit rating scorecard and individual credit limits are defined in accordance with this assessment.

An impairment analysis is performed at each reporting date on an individual basis for major receivables. In addition, a large number of minor receivables are grouped into homogenous groups and assessed for impairment collectively. The maximum exposure to credit risk at the reporting date is the carrying value of each class of financial assets.

i. Credit risk on cash and cash equivalents and other bank balances is limited as the Company generally invest in deposits with banks with high credit ratings assigned by external agencies.

ii. Credit risk on trade receivables and other financial assets is evaluated as follows: Particulars 31 March 2018 31 March 2017

Period (in days) 1 – 180 2,07,17,197 2,29,31,720 More than 180 56,07,516 -

Total 2,63,24,713 2,29,31,720 (iii) The details of changes in allowance for credit losses during the year Particulars For the Year Ended 31 March 2018 2017

Balance at the beginning of the year - -

Impairment of Trade receivables 1,18,16,446 - Balance at the end of the year 1,18,16,446 - (iv) Significant estimates and judgements Impairment of financial assets: The impairment provisions for financial assets disclosed above are based on assumptions about risk of default and expected loss rates. The company uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the company’s past history, existing market conditions as well as forward looking estimates at the end of each reporting period. (C) Liquidity risk Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding to meet obligations when due and to close out market positions. Group’s treasury maintains flexibility in funding by maintaining availability under deposits in banks. Management monitors cash and cash equivalents on the basis of expected cash flows.

142


(i) Financing arrangements:

Particulars As at 31 March 2018 31 March 2017 01 April 2016

Expiring within one year (bank overdraft and other facilities) - - -

(ii) Maturities of Financial liabilities Contractual maturities of financial liabilities as at :

Paticulars Gross Carrying Less than More than Amount one year one yearAs on March 31 2018 Borrowings 3,39,05,122 2,93,83,369 45,21,753

Other Financial liabilities 22,36,02,566 5,31,17,920 17,04,84,646

33. Capital management

Capital management and Gearing Ratio For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity holders. The primary objective of the company’s capital management is to maximise the shareholder value. The Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio, which is debt divided by total capital. The Company includes within debt, interest bearing loans and borrowings. As At As At As AtParticulars 31 March 2018 31 March 2017 01 April 2016

Borrowings Current 2,93,83,369 3,70,99,121 3,29,59,950 Non current 45,21,753 58,57,574 70,45,722 Total Debt 3,39,05,122 45,21,753 4,00,05,672 Equity Equity share capital 10,96,86,000 10,36,86,000 9,55,86,000 Other equity (1,99,004,004) (21,13,24,488) (19,58,28,690)

Total capital (8,93,18,004) (10,76,38,488) (10,02,42,690) Gearing ratio in % (Debt/ capital) (38%) (4%) (40%)

In order to achieve this overall objective, the Company’s capital management, amongst other things, aims to ensure that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and borrowings. No changes were made in the objectives, policies or processes for managing capital during the year ended 31 March 2018 and 31 March 2017.

143


34. Receipts in Foreign Currencey:

Particulars 2017-2018 2016-2017Revenue from USA Clients 7,21,79,667 8,20,10,536 Revenue from UK Clients 67,31,532 62,71,545 Revenue from Norwey Clients - 13,03,489

Total 7,89,11,199 8,95,85,570

35. Expenditure in Foreign Currencey:

Particulars 2017-2018 2016-2017

Athena USA 3,61,02,930 2,63,90,350 Foreign Travel -INDIA 21,30,073 87,34,417

Total 3,82,33,003 3,51,24,767

36. Confirmations

(i) Detailed breakup of Party wise/Item wise balances with regard to opening balances in respect of majority of the Assets and Liabilities are not available with the company. On the basis of review made by the management necessary provision has already been made in the books of accounts

(ii) Certain Long Term Borrowings of Rs. 268.39 lakhs are subect to comfirmation and reconciliation

(iii) there is a pending legal dispute against the immovable property located at Manikonda village, Ranga Reddy Dist. However the Company is of the hope in resolving the matter positively.

37. First-time adoption of Ind AS Transition to Ind AS These are the Company’s first financial statements prepared in accordance with Ind AS. The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended 31 March 2018, the comparative information presented in these financial statements for the year ended 31 March 2017 and in the preparation of an opening Ind AS balance sheet at 01 April 2016 (date of transition). In preparing its opening Ind AS balance sheet, the Company has adjusted the amounts reported previously in financial statements prepared in accordance with the accounting standards notified under Companies (Accounting standards) Rules, 2006 (as amended) and other relevant provisions of the Act(previous GAAP or Indian GAAP). An explanation on how the transition from previous GAAP to Ind AS has effected the Company’s financial position, financial performance and cash flows is set out in the following tables and notes. Exemptions and Exceptions availed Set out below are the applicable Ind AS 101 optional exemptions and mandatory exceptions applied in the transition from previous GAAP to Ind AS. A. Ind AS optional exemptions (i) Deemed cost Ind AS 101 permits a first time adopter to elect to continue with the carrying value for all of its Property, Plant & Equipment as recognised in the Financial Statements as at the date of transition to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition, after making necessary adjustments for decommissioning liabilities. This exemption can also be used for Intangible Assets covered by Ind AS 38.

144


Accordingly, the Company has elected to measure all of its Property, Plant & Equipment and Intangible Assets at their previous GAAP carrying value. (ii) Impairment of financial assetsThe Company has applied the exception related to impairment of financial assets given in Ind AS 101. It has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date that financial assets were initially recognised and compared that to the credit risk as at 01 April 2016. B. Ind AS mandatory exceptions (i) Estimates An entity’s estimates in accordance with Ind ASs at the date of transition to Ind As shall be consistent with the estimates made for the same date in accordance with previous GAAP(after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at 1 April 2016 are consistent with the estimates as at the same date made in conformity with previous GAAP. The Company made estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:

-Impairment of financial asset based on expected credit loss model. (ii) Classification and measurement of Financial Assets Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist at the date of transition to Ind AS.

145


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147


Reconciliation between financial results as previously reported under Previous GAAP and Ind AS for the year ended 31 March 2017 Particulars Note Year ended 31stMarch 2017

Net profit as per Previous GAAP (3,64,57,259) a)Impact on account of measuring Liabilities at fair value through profit and loss 23,29,828 d) Impact on account of deferred tax (1,86,889) Net profit as per IND AS (3,43,14,320) Other comprehensive Income (Net of Tax) 36,43,522 Total Comprehensive Income under IND AS (3,06,70,798)

Reconciliation of total equity as at 31 March 2017 and 1 April 2016 Particulars Notes 31 March 2017 1 April 2016

Total equity(shareholder’s funds) as per previous GAAP Equity Share Capital 10,36,86,000 9,55,86,000 Other Equity (21,65,10,603) (19,88,71,867)

Adjustments Impact on deferred tax on account of Ind AS adjustments 1 28,56,288 30,43,177 Fair valuation of financial liabilites 2 23,29,828 - Total adjustments 51,86,116 30,43,177

Total equity as per Ind AS (10,76,38,487) (10,02,42,690)

Notes to first-time adoption As per Ind AS Transition Facilitation Group (ITFG) considered clarifications issused on 1 on May 5, 2017 the company transferred balance outstanding in the Translation Reserve as on April 1 2016 Rs.1,85,00,114 to retained earnings i.e., surplus in profit and loss account. 1. Under previous GAAP, deferred taxes are computed for timing differences between accounting income and taxable income for the year i.e. using the ‘Income Statement Approach’. Under Ind AS, deferred taxes are computed for temporary differences between the carrying amount of an asset or liability in the balance sheet and its tax base. This is referred to as the ‘Balance Sheet Approach’. Based on this approach, additional deferred taxes have to be recognized by the Company on all Ind AS adjustments as the same would create temporary differences between the books and tax accounts. 2. Security Deposits: Under the previous GAAP, interest free security deposits (that are refundable in cash on completion of the term) are recorded at their transaction value. Under Ind AS, all financial liabilities are required to be recognised at fair value. Accordingly, The company has fair valued these security deposits under Ind AS. Difference between the fair value and transaction value of the security deposit has been recognised as Deferred Income.

148


3. Retained earnings as at April 1, 2016 has been adjusted consequent to the above Ind AS transition adjustments on the date of transition.

4. Under Ind AS, all items of income and expense recognized in a period should be included in the profi t or loss for the period, unless a standard requires or permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profi t or loss as ‘other comprehensive income’ includes remeasurements of foreign operations. The concept of ‘other comprehensive income’ did not exist under previous GAAP

38. Assets pledged as security

The carrying amounts of assets pledged as security for current and non-current borrowings are

Particulars 31 March 2018 31 March 2017 1 April 2016

Non-current Assets

(a) Property, plant and equipment 69,65,884 81,28,884 92,91,885

TOTAL 69,65,884 81,28,884 92,91,885

39. Other Notes Previous year’s figures have been regrouped/reclassified/recasted wherever necessary to confirm to the current year’s presentation.

The accompanying notes form an integral part of the financial statements.





149


ATTENDANCE SLIP FOR ANNUAL GENERAL MEETING(To be surrendered at the venue of the meeting)

I certify that I am a registered shareholder/proxy/representative for the registered shareholder(s) of Athena Global Technologies Limited.

I hereby record my presence at the 26th Annual General Meeting of the shareholders of Athena Global Technologies Limited on Friday 28th September, 2018 at 10.00 A.M. at Tyagaraya Gana Sabha, Chikkadpalli, Hyderabad – 500095.

DP ID* Reg. Folio no.

Client ID* No of shares

*Applicable if shares are held in electronic formName and Address of Member ___________________________ Signature of Shareholder/ Proxy/ Representative (Please Specify)

150


151


Form No. MGT-11Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of theCompanies (Management and Administration) Rules, 2014]

CIN : L74140TG1992PLC014182

Name of the Company : ATHENA GLOBAL TECHNOLOGIES LIMITED

Registered Office : 3rd Floor Western Wing, NCC House, Survey No-64, Madhapur, Hyderabad-500081.

Name of the Member :

Registered Address :

Email ID :

Folio No/ Client ID : DP ID.: I/We, being the member(s) of ___________ shares of the above named company, hereby appoint

1. Name:

Address

Email ID

Or failing him

2. Name:

Address

Email ID

Or failing him

3. Name:

Address

Email ID

Or failing him

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 26th Annual general meeting of the company, to be held on the 28th day of September, 2018 10:00. a.m. at Tyagaraya Gana Sabha, Chikkadpalli, Hyderabad-500095 and at any adjournment thereof in respect of such resolutions as are indicated below:

Signature

Signature

Signature

152


Sl no Resolutions For Against

1 Consider and adopt Audited financial statements as at 31.03.2018 and statement of profit and loss accounts for the year ended and the reports of the board of Directors and Auditors

2 Re-appointment of Mrs. M Sunitha as Director who retires by rotation

3 Appointment of statutory auditor and fix their remuneration for the financial year 2018-2019

Signed this …………. day of ………………. 2018

Signature of shareholder: Signature of Proxy holder(s):

Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.

153


117


CONSOLIDATED

154


If undelivered please return to :ATHENA GLOBAL TECHNOLOGIES LIMITED3rd Floor Western Wing, NCC House, Survey No-64, Madhapur, Hyderabad-500081.

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