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Aurionpro Solutions Ltd.

BSE: 532668 Sector: IT
NSE: AURIONPRO ISIN Code: INE132H01018
BSE 15:41 | 27 Mar 2018 Aurionpro Solutions Ltd
NSE 05:30 | 01 Jan 1970 Aurionpro Solutions Ltd
OPEN 219.35
PREVIOUS CLOSE 220.70
VOLUME 98507
52-Week high 283.50
52-Week low 103.05
P/E 165.38
Mkt Cap.(Rs cr) 512
Buy Price 0.00
Buy Qty 0.00
Sell Price 218.10
Sell Qty 101.00
OPEN 219.35
CLOSE 220.70
VOLUME 98507
52-Week high 283.50
52-Week low 103.05
P/E 165.38
Mkt Cap.(Rs cr) 512
Buy Price 0.00
Buy Qty 0.00
Sell Price 218.10
Sell Qty 101.00

Aurionpro Solutions Ltd. (AURIONPRO) - Director Report

Company director report

To the Members of Aurionpro Solutions Limited

The Directors take pleasure in presenting 18th Annual Report of the Company togetherwith its Audited financial statements for the year ended 31st March 2015:

1. Financial Results

Consolidated Financials of the Company

31 March 2015 31 March 2014
Income
Revenue from operations (Net of excise duty of Rs. 124.09 (31 March 2014 : Rs. Nil)) 73713.95 64873.77
Other income 1730.78 2547.04
Total revenue 75444.73 67420.81
Operating expenses 26065.74 23152.55
Change of Inventories of raw material finished goods and stock-in-trade 746.06 23.58
Employee benefits expense 26977.79 26012.71
Finance costs 2241.73 1738.40
Depreciation and amortisation 3769.78 3618.31
Other expenses 7454.17 7961.46
Total expenses 67255.27 62507.01
Profit before tax minority interest and exceptional item 8189.46 4913.80
Less: Exceptional item 22293.47 -
Profit before tax and minority interest (14104.01) 4913.80
Income tax expense:
(a) Current tax 348.49 798.38
(b) MAT credit utilised/ entitlement 290.16 (762.20)
(c) Tax adjustment of earlier years (2.82) (7.92)
(d) Deferred tax credit (353.17) (1153.49)
282.66 (1125.23)
Profit after tax but before minority interest (14386.67) 6039.03
Less: Minority interest (10.86) 35.57
Profit after tax and minority interest (14375.81) 6003.46

Total income increased to Rs. 75444.73 Lakhs from Rs. 67420.81 lakhs in the previousyear at a growth rate of 11.90%.

Financials of the Company on a standalone basis

31 March 2015 31 March 2014
Income
Revenue from operations (Net of excise duty of Rs. 124.09 (31 March 2014: Rs. Nil)) 26130.68 21808.85
Other income 1296.56 3803.11
Total revenue 27427.24 25611.96
Expenses
Operating expenses 13994.49 12894.40
Change in inventories of raw material finished goods and stock-in-trade 774.53 23.58
Employee benefits expense 6387.27 5707.01
Finance costs 1051.56 1223.94
Depreciation and amortisation 905.90 761.43
Other expenses 2922.29 2922.43
Total expenses 26036.04 23532.79
Profit before taxation 1391.20 2079.17
Income tax expense:
(a) Current tax 341.92 416.55
(b) MAT credit utilised/ entitlement 290.16 (762.20)
(c) Tax adjustment of earlier years 18.25 20.96
(d) Deferred tax credit (236.20) (289.76)
414.13 (614.45)
Profit for the year 977.07 2693.62

2. Dividend

The directors recommend for consideration of the shareholders at the ensuing annualgeneral meeting payment of a dividend of Rs. 3/- per share (30%) for the year ended 31March 2015. The amount of dividend and the tax there on aggregates to Rs. 720.29 Lakhs.

3. State of Company's Affairs

The company has made significant advancements in organization transformation that hasbeen underway over the past eighteen months. All the critical functions includingbusiness technology delivery and operational have undergone transformative changes inalignment with the accelerated trajectory of revenue growth for the upcoming fiscal. Theyear saw considerable strengthening of the management team with leadership hires in salesmarketing and human resources functions. Organization has redefined it's marketpositioning in keeping with high impact growth areas namely - Digital InnovationEnterprise Security and Business Optimization and corresponding changes in sales anddelivery organization has been rolled out globally. Additional investments have made tostrengthen the business planning and assurance with inception of "Office of theCEO" with key objective of large scale deals and non linear growth of strategicaccount relationships.

Aurionpro has also significantly invested in strengthening the Company's infrastructurein the markets as well as for its delivery capabilities. The company has established twoadditional sales offices- one each in the USA and UK. The entire sales operations operatesout of Salesforce.com system today and allows for real-time view into sales pipelinebilling and revenue accrual with predictive business analytics. Delivery teams have beenstrengthened in India and a new development center has been established in Leeds in theUK. Additionally the India based delivery teams have been ramped from 600 to 750 throughthe fiscal. Adding to it's to numerous technical and operational certifications thecompany also attained PCMM Level 5 certifications for its India and Security practices.The certifications strengthen Aurionrpo's credentials to be able to provide the highestlevels of security and predictability through its mature delivery processes.

4. Financial Resources

ESOS

In accordance with the ESOS - 2010 of the Company the employee have been offeredoptions as per eligible criteria fixed under the scheme. Against each of the aboveeligible employee is entitled to acquire one equity share of Rs. 10/- each of the companyat a price mentioned against the option. The minimum vesting period is one year from thedate of grant. Against each option for ESOS - 2010 20% can be exercised by the end offirst year from the date of grant of options i.e. after April 5 2012 30% can beexercised at the end of second year from the date of grant of the options i.e. after April5 2013 and balance 50% can be exercised at the end of third year from the date of grantof the options i.e. after April 5 2014.

During the year 250000 options were exercised by employees under "The ASLESOS-2010" plan.

Summary as on 31st March 2015 as per SEBI (Employee Stock Option Scheme and EmployeeStock Purchase Scheme) Guidelines 1999:

Sr. No. Description Details "The ASL ESOS-2010"
1 Total number of options granted under the Scheme 500000 options
2 Options Granted During the year Nil
3 The Pricing Formula "Exercise Price" (the price to acquire one equity share of the Company upon exercise of option) shall mean the market price; i.e. the latest available closing price prior to the date of the grant as quoted on The National Stock Exchange of India Limited or as determined by the compensation committee and payable by the Grantee for exercising the option granted to him in pursuance of ESOS but in any case the exercise price shall not be less than Rs. 90/- per option.
4 Options vested 250000
5 Options Exercised 250000
6 Total No. of shares arising as a result of exercise of options 250000
7 Options lapsed 150000
8 Variations of terms of options No variations made
9 Money realised by exercise of options Rs. 50000000/-
10 Total no. of options in force Nil
11 Employee wise details of options granted to:
i) Senior managerial personnel: Nil
ii) Any other employee who receives a grant in any one year of option amounting to 5% or of option granted during that year: Nil
iii) Identified employees who were granted option during any one year equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) at the time of grant: Nil
12 Diluted earning per share (EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20. NA
13 options whose exercise price either equals or exceeds or is less than the market price of the stock NA
Weighted average exercise prices NA
fair value of options NA
14 A description of the method and significant assumptions used during the year to estimate the fair values of options including the following weighted average information: NA
i) Risk free interest rate
ii) Expected life
iii) Expected volatility
iv) Expected dividend yield
v) The price of the underlying share in market at the time of option grant.

Note: As on 31s t March 2015 all the outstanding options were exercise d b y theemployees.

5. Extract Of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 1."

6. Corporate Governance

The Report on Corporate Governance as per the requirements of Clause 49 of the ListingAgreement forms part of the Annual Report.

The requisite Certificate from M/s. Milind Nirkhe & Associates CompanySecretaries confirming the compliance with the conditions of Corporate Governance as perthe requirements of Clause 49 is annexed to this Report.

During the year your company has adopted new policies and amended existing policiessuch as policy on related party transactions policy on material subsidiary CSR Policyand whistle blower policy in line with new governance requirements. These policies alongwith familiarization program for Independent Directors are available on the website of thecompany at http://www.aurionpro.com/investors/.

7 Corporate Social Responsibility

Pursuant to section 135 of the Companies Act 2013 company has formed Corporate SocialResponsibility Committee to contribute to sustainable economic development to produce anoverall positive impact on society.

The Committee shall perform the functions enumerated as per Companies (Corporate SocialResponsibility Policy) Rules 2014 or as may be amended from time to time.

CSR Committee comprises of following members:

Ms. Carol Realini - Chairperson
Dr. Mahendra Mehta - Member
Mr. Amit Sheth - Member
Mr. Samir Shah - Member

Further the disclosures as per Rule 9 of Companies (Corporate Social ResponsibilityPolicy) Rules 2014 is annexed herewith as "Annexure 2."

8. Management's Discussion And Analysis Report (MDA)

Management's Discussion and Analysis Report for the year under review as stipulatedunder Clause 49 of the Listing Agreement with the Stock Exchanges in India is presentedin a separate section forming part of the Annual Report.

9. Internal Control System & their Adequacy

The Company has an Internal Control System which commensurate with the size scale andnature of its operations. The Internal Audit Team monitors and evaluates the efficacy andadequacy of Internal Control System in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

10. Directors' Responsibility Statement

In terms of the provisions of Section 134(3)(c) of the Act your Directors confirmthat:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31stMarch 2015 and of the profit and loss of the company for that period;

iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

iv. the directors have prepared the annual accounts on a going concern basis; and

v. the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

11. Directors

Inductions:

Mr. Frank Osusky Mr. Sambhashiva Hariharan and Ms. Carol Realini were appointed asAdditional Independent Directors of the Company w.e.f 06th October 2014.

Reappointment/Change in designations:

With effect from 06th October 2014 Mr. Sanjay Desai stepped down as executivedirector of the Company and continues to be Non Independent and Non - Executive Director.

Further on 10th February 2015 Mr. Sambhashiva Hariharan who was appointed as anAdditional Independent Director of the Company was re-designated as Vice Chairman of theCompany and Mr. Amit Sheth has been re-designated as Co-Chairman & Managing Director.

Further in the Board meeting held on 27th March 2015 Mr. Amit Sheth has beenreappointed as Co-Chairman & Managing Director of the Company for a period of 5 yearsw.e.f 01st April 2015.

Resignations:

Mr. Prem Rajani Independent Director has resigned from the directorship of thecompany w.e.f 19th May 2014 and w.e.f 06th October 2014 Mr. Sandeep Daga and Dr. NikunjKapadia has also resigned as Directors of the Company.

Pursuant to the provision of Section 152(6) of the Companies Act 2013 Mr. Samir ShahDirector retire by rotation and being eligible offers himself for reappointment at theensuing Annual General Meeting.

Brief resume of the Directors nature of their expertise in specific functional areasand names of Companies in which they are directors and members/ Chairman of committees asstipulated by Clause 49 of the Listing Agreement are provided in the Corporate GovernanceReport forming part of the Annual Report. Further there are no inter-se relationshipsbetween the Board members.

12. Declaration by an Independent Director

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Clause 49 ofthe Listing Agreement.

13. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees.

14. Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

15. Meetings

Seven Board Meetings were held during the Financial Year 2014-15 on 30th May 201413th August 2014 09th September 2014 06th October 2014 11th November 2014 10thFebruary 2015 and 27th March 2015 and the gap between two meetings did not exceed fourmonths.

16. Audit Committee

Pursuant to section 177 of the Companies Act 2013 and clause 49 of the ListingAgreement Company's Audit Committee comprises of following members:

Dr. Mahendra Mehta - Independent Director & Chairman
Mr. Frank Osusky - Independent Director
Mr. Amit Sheth Director - Co- Chairman & Managing

The terms of reference and other details are provided in Corporate Governance Report.

17 Vigil Mechanism / Whistle Blower Policy

The Company has a vigil mechanism (Whistle Blower) Policy to deal with instance offraud and mismanagement if any. The details of the policy is posted on the website of theCompany.

18. Risk Management Policy

The Company has evolved a comprehensive risk management policy to identify assess andmanage risks in the areas such as Company assets and property Employees Foreign CurrencyRisks etc

19. Particulars of Loans Guarantees or Investments Under Section 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are as below:

Loans Guarantee and Investments made during the Financial Year 2014-15

Sr. No. Name of entity Relation Amount Particulars Purpose
1 Aurofidel Outsourcing Limited Subsidiary 2609.31 Working capital loan Business purpose
2 Aurionpro SCM Pte Ltd Subsidiary 2152.47 Working capital loan Business purpose
3 Aurionpro Solutions Pte. Ltd Subsidiary 394.74 Working capital loan Business purpose
4 Aurionpro Solutions SPC-Bahrain Subsidiary 1844.68 Working capital loan Business purpose
5 Intellvisions Solutions Pvt. Ltd. Subsidiary 49.43 Working capital loan Business purpose

20. Particulars of Contracts or Arrangements with Related Parties

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All Related Party Transactions are placed before theAudit Committee for approval. The policy on Related Party Transactions as approved by theBoard is uploaded on the Company's website.

21. Public Deposits

The Company has not accepted public deposits.

22. Auditors

The Auditors M/s BSR & Co. LLP Chartered Accountants (LLP Regn No. AAB-8181)have confirmed their eligibility and willingness to accept office subject to ratificationof their appointment by members as ensuing Annual General Meeting.

23. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Secretarial Audit wascarried out by M/s. Milind Nirkhe & Associates Company Secretary in Practice. TheReport of the Secretarial Audit is annexed herewith as "Annexure 3".

24. Particulars of Employees

Information as prescribed by Section 197 read with Rule 5 of The Companies Appointmentand Remuneration of Managerial Personnel) Rules 2014 of the Act will be provided uponrequest.

25. Conservation Of Energy Technology Absorption and Foreign Exchange Earning andOutgo

In terms of section 134(3)(m) of the Companies Act 2013 read with rule 8 of theChapter IX The Companies (Accounts) Rules 2014 the Directors furnish herein below therequired additional information:

Conservation of Energy:

Although the operations of the Company are not energy intensive operations itcontinues to adopt energy conservation measures at all operational levels.

• Technology Absorption:

Your Company has not imported any technology during the year under review.

• Foreign Exchange Earnings and Outgo:

Earnings in foreign currency

31 March 2015 31 March 2014
Information technologies and consultancy services 7691.25 6704.76
Interest income on working capital loan 309.10 216.34
Total 8000.35 6921.10

Expenditure in foreign currency (on accrual basis)

Particulars 31 March 2015 31 March 2014
Software consultancy and development and other expenses 1178.35 87.28
Foreign Travel 332.51 263.08
Total 1510.86 350.36

26. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2014-15 the companyhas not received any sexual harassment complaints.

27 Acknowledgements

The Directors would like to place on record their sincere appreciation for thecontinued co-operation support and assistance provided by the financial institutionsbanks customers vendors members and other government departments and authorities.

For and on behalf of the Board of Directors

Amit Sheth

Co-Chairman & Managing Director

DIN : 00122623

Mahendra Mehta

Director

DIN : 00376396

Mumbai 28th May 2015

Registered Office:

35th Floor

Sunshine Tower Tulsi Pipe Road

Dadar (W) Mumbai - 400 013.

Annexure - 1

Form No. MGT-9

EXTRACT OF ANNUAL RETURN

as on the financial year ended on 31st March 2015

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

I. Registration and Other Details

I. Registration and Other Details
i CIN L99999MH1997PLC111637
ii Registration Date 31st October 1997
iii Name of the Company Aurionpro Solutions Limited
iv Category / Sub-Category of the Company Company Limited by shares
v Address of the Registered office 35th Floor Sunshine Tower Tulsi Pipe Road Dadar (W) Mumbai - 400013
vi Contact details Tel: 022 - 6617 2600 Fax: 022 - 6617 2666
vii Whether listed company Yes (BSE NSE)
viii Name Address and Contact details of Registrar and Transfer Agent if any Bigshare Services Pvt Ltd E-2 Ansa Industrial Estate Saki Naka Andheri - (E) Mumbai - 400 072. Tel: 022 - 4043 0200 FAX: 022 - 2847 5207

II. Principal Business Activities of the Company

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

Sr. No. Name and Description of main products / services NIC Code of the Product/ service % to total turnover of the company
1 Information technologies and consultancy services 8920 43.14 %
2 Sale of equipment 8920 56.86 %

III. Particulars of Holding Subsidiary and Associate Companies

Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary / Associate % of Shares held Applicable Section
1 Aurionpro Solutions INC USA Foreign Company Subsidiary 100% 2(87)
2 Auroscient Outsourcing Ltd. India U74999MH2006PLC163024 Subsidiary 100% 2(87)
3 Aurofidel Outsourcing Ltd. India U72900MH2008PLC179836 Subsidiary 100% 2(87)
4 Intellvisions Solutions Private Ltd U72900MH2011PTC222917 Subsidiary 99% 2(87)
5 Servopt Consulting Private Limited U74900MH2012PTC238704 Subsidiary 98% 2(87)
6 Aurionpro Solutions SPCBahrain Foreign Company Subsidiary 100% 2(87)
7 Aurionpro Solutions Pte. Ltd. Singapore Foreign Company Subsidiary 100% 2(87)
8 Aurionpro SCM Pte. Ltd. Singapore Foreign Company Subsidiary 100% 2(87)
9 PT Aurionpro Indonesia Foreign Company Subsidiary 80% 2(87)
10 SENA Systems Pvt. Ltd India (Subsidiary of Aurionpro Solutions INC USA) U72900PN2005PTC020913 Subsidiary 100% 2(87)
11 Aurionpro SCM INC USA (Subsidiary of Aurionpro Solutions INC USA) Foreign Company Subsidiary 60% 2(87)
12 Aurionpro Solutions PLC United Kingdom (Subsidiary of Aurionpro Solutions INC USA) Foreign Company Subsidiary 100% 2(87)
13 Aurionpro Holding Pte Ltd Singapore Foreign Company Subsidiary 100% 2(87)
14 Aurionpro Solutions PTY Ltd. Australia (Subsidiary of Aurionpro Holding Pte Ltd Singapore) Foreign Company Subsidiary 100% 2(87)
15 Integro Technologies Pte. Ltd. Singapore (Subsidiary of Aurionpro Holding Pte Ltd Singapore) Foreign Company Subsidiary 100% 2(87)
16 Integro Technologies SDN. BHD Malaysia (Subsidiary of Integro Technologies Pte. Ltd. Singapore) Foreign Company Subsidiary 100% 2(87)
17 Integro Technologies Co. Ltd. Thailand (Subsidiary of Integro Technologies Pte. Ltd. Singapore) Foreign Company Subsidiary 100% 2(87)
18 Centrolene Pte. Limited Singapore Foreign Company Subsidiary 100% 2(87)
19 Intellvisions Software LLC UAE Foreign Company Joint Venture 49% --
20 Intellvisions Security & Survellance LLC Foreign Company Joint Venture 49% --

IV. Share Holding Pattern (Equity Share Capital Breakup as Percentage of total Equity)(i) Category-wise Share Holding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year
Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares
A) Promoter
(1) Indian
a) Individual / HUF 2710055 - 2710055 14.97 2597701 - 2597701 13.08 (1.89)
b) Central Govt. - - - - - - - -
c) State Govt.(s) - - - - - - - -
d) Bodies Corporate - - - - - - - -
e) Banks / FI - - - - - - - -
f) Any Other.... - - - - - - - -
Sub-Total (A)(1): 2710055 - 2710055 14.97 2597701 - 2597701 13.08 (1.89)
(2) Foreign
a) NRIs - Individuals 2961301 - 2961301 16.36 2961301 - 2961301 14.92 (1.44)
b) Other - Individuals - - - - - - - -
c) Bodies Corporate 774047 - 774047 4.28 774047 - 774047 3.90 (0.38)
d) Banks / FI - - - - - - - -
e) Any Other.... - - - - - - - -
Sub-Total (A)(2): 3735348 - 3735348 20.64 3735348 - 3735348 18.82 (1.82)
Total Shareholding of Promoters (A) = (A)(1)+(A)(2) 6445403 - 6445403 35.61 6333049 - 6333049 31.90 (3.71)
B. Public Shareholding
(1) Institutions
a) Mutual Funds / UTI - - - - 156250 - 156250 0.79 0.79
b) Banks / FI 230957 - 230957 1.28 61827 - 62827 0.31 (0.97)
c) Central Govt. - - - - - - - -
d) State Govt.(s) - - - - - - - -
e) Venture Capital Funds - - - - - - - -
f) Insurance Companies - - - - - - - -
g) FIIs 25000 - 25000 0.14 140648 - 140648 0.71 (0.57)
h) Foreign Venture Capital Funds - - - - - - - -
i) Others (specify) - - - - - - - -
Sub-Total (B)(1): 255957 - 255957 1.41 358725 - 358725 1.81 0.4
(2) Non-Institutions
a) Bodies Corporate
i) Indian 2542923 - 2542923 14.05 3217302 - 3217302 16.20 2.15
ii) Overseas - 600000 600000 3.32 1816 600000 601816 3.03 (0.29)
b) Individuals
i) Individual Shareholders holding nominal share capital upto 1 lakh 981837 15753 997590 5.51 1986236 19008 2005244 10.10 4.59
ii) Individual Shareholders holding nominal share capital in excess of 1 lakh 4302906 10375 4313281 23.83 4812076 10375 4822451 24.29 0.46
c) Others (specify)
NRIs 1525768 180000 1705768 9.43 1525187 80000 1605187 8.08 (1.35)
Clearing Member 53207 - 53207 0.29 158721 - 158721 0.80 0.51
Directors/Relatives 818584 - 818584 4.52 566338 - 566338 2.85 (1.67)
Foreign Trust - 257771 257771 1.42 181485 - 181485 0.91 (0.51)
Foreign Nationals 103714 4000 107714 0.60 - 4000 4000 0.02 (0.58)
Sub-Total (B)(2): 10328939 1067899 11396838 62.97 12449161 713383 13162544 66.30 3.33
Total Public Shareholding (B)=(B)(1)+(B)(2) 10584896 1067899 11652795 64.39 12807886 713383 13521269 68.10 3.71
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 17030299 1067899 18098198 100.00 19140935 713383 19854318 100.00 -

(ii) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the yearyear

Sr. No. ShareholderRs.s Name No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company %of Shares Pledged / encumbered to total shares % change in shareholding during the year
1 Amit Sheth 1016804 5.62 5.61 1166804 5.88 5.11 0.26
2 Sanjay Desai 797631 4.41 0.55 597631 3.01 - (1.4)
3 Bhavesh Talsania 484240 2.68 - 484240 2.44 - (0.24)
4 Paresh Zaveri 2704301 14.94 9.36 2704301 13.62 9.44 (1.32)

(iii) Change in PromotersRs. Shareholding (please specify if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No. No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1) Amit Sheth -Promoter and Co-Chairman & Managing Director
At the beginning of the year 1016804 5.62 NA NA
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
30th April 2014 75000 equity shares acquired 0.41 1091804 6.03
1166804 6.44
12th June 2014 75000 equity shares acquired 0.41
At the End of the year NA NA 1166804 5.88
2) Paresh Zaveri - Promoter and Chairman
At the beginning of the year 2704301 14.94 NA NA
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the End of the year NA NA 2704301 13.62
3) Sanjay Desai - Promoter and Director
At the beginning of the year 797631 4.41 NA NA
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
30th April 2014 75000 equity shares sold 0.41 722631 3.99
12th June 2014 75000 equity shares sold 0.41 647631 3.57
15th June 2014 50000 equity shares sold 0.28 597631 3.30
At the End of the year NA NA 597631 3.01

(iii) Change in PromotersRs. Shareholding (please specify if there is no change)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No. No. of Shares % of total shares of the company No. of Shares % of total shares of the company
4) Bhavesh Talsania - Promoter
At the beginning of the year 484240 2.68 NA NA
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the End of the year NA NA 484240 2.44

iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs)

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No. ShareholderRs.s Name No. of Shares % of total shares of the company No. of Shares % of total shares of the company % change in shareholding during the year
1 Reliance Capital Limited 1306906 7.22 1306906 6.58 (0.64)
2 Naresh Nagpal 948365 5.24 948365 4.78 (0.46)
3 Insight Holdings Pte Ltd 600000 3.32 600000 3.02 (0.3)
4 Naishadh Paleja 580000 3.20 580000 2.92 (0.28)
5 SAM Financial Services Pvt Ltd 84647 0.47 398265 2.01 2.01
6 Ajay Sarupria 70784 0.39 358094 1.80 1.80
7 Sandeep Daga 317748 1.76 344940 1.74 (0.02)
8 R P Seth 262084 1.45 262084 1.32 (0.13)
9 Atul Bharani 250000 1.38 221087 1.11 (0.27)
10 Nisha Sidhwani 200000 1.11 201000 1.01 (0.1)

(v) Shareholding of Directors and Key Managerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Sr. No. No. of Shares % of total shares of the company No. of Shares % of total shares of the company
1) Samir Shah - Director
At the beginning of the year 216000 1.19 NA NA
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
9th Sep. 2014 Allotment of 72500 equity shares under ESOS. 0.40 288500 1.58
At the End of the year NA NA 288500 1.45
2) Dr. Mahendra Mehta - Independent Director
At the beginning of the year 277838 1.54 NA NA
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
At the End of the year NA NA 277838 1.40
3) Mehul Raval - Company Secretary
At the beginning of the year 400 0.00 NA NA
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase/ decrease (e.g. allotment / transfer / bonus/ sweat equity etc):
October 2014 400 equity shares sold 0.00 10500 0.06
10th Feb. 2015 Allotment of 10500 equity shares under ESOS 0.06 10500 0.05
At the End of the year NA NA 10500 0.05

V. Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year 6391.34 79.75 Nil 6471.09
i) Principal Amount - - Nil
ii) Interest due but not paid due 24.74 - Nil 24.74
Total (i+ii+iii) 6416.08 79.75 Nil 6495.83
Change in Indebtedness during the financial year
Addition 1062.46 71.00 Nil 1133.46
Reduction 2619.43 74.29 Nil 2693.72
Net Change (1556.96) (3.29) Nil (1560.25)
Indebtedness at the end of the financial year Nil
i) Principal Amount 4840.10 76.46 Nil 4916.56
ii) Interest due but not paid iii) Interest accrued but not due 19.01 - Nil 19.01
Total (i+ii+iii) 4859.11 76.46 Nil 4935.57

VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director Whole-time Directors and/or Manager

Sr. No. Particulars of Remuneration (amount in rupees)

Name of MD/WTD/ Manager

Total Amount
Amit Sheth - Co-Chairman & Managing Director Sanjay Desai - Whole Time Director
1. Gross salary 6607928 3790083 10398011
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2. Stock Option Nil Nil NA
3. Sweat Equity Nil Nil NA
4. Commission - as % of profit - others specify... Nil Nil NA
5. Others please specify Nil Nil NA
Total (A) 6607928 3790083 10398011
Ceiling as per the Act

Rs. 122.38 lakhs as (being 10% of Net Profit of the Company has calculated as per section 198 of the Companies Act 2013)

B. Remuneration to other directors: NIL

C. remuneration to Key Managerial Personnel other than MD / Manager / WTD

Sr. No. Particulars of Remuneration (amount in rupees)

Key Managerial Personnel

CEO Company Secretary CFO Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 NA 1202988 NA 1202988
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 860265 860265
2. Stock Option Nil Nil
3. Sweat Equity Nil Nil
4. Commission Nil Nil
- as % of profit
- others specify...
5. Others please specify Nil Nil
Total 2063253 2063253

Vii. Penalties / Punishment/ Compounding of Offences: Nil

Annexure - 2

Annual Report on Corporate Social Responsibility (CSR) Activities

1. A brief outline of the Company's CSR policy including overview of projects orprogrammes proposed to be undertaken and a reference to the web-link to the CSR policy andprojects or programmes.

The CSR Policy of the Company has been framed upon the recommendation of the CorporateSocial Responsibility Committee. The CSR policy is uploaded on the web-link:http://www.aurionpro.com/investors/.

2. Composition of the CSR Committee:

Ms. Carol Realini - Chairperson Independent Director

Dr. Mahendra Mehta - Independent Director

Mr. Amit Sheth - Co-Chairman & M.D.

Mr. Samir Shah -Director

3. Prescribed CSR Expenditure :

Two percent of the average net profit of the company for the last three financial year.

4. Details of CSR spend for the financial year - 2014-15

a. Total amount spent for the financial year: Rs. 75 lacs

b. Amount unspent if any: NIL

Manner in which the amount spent during the financial year is detailed below:-

(I) (2) (3) (4) (5) (6) (7) (8)
Sr. No. CSR project or activity identified Sector in which the Project is covered Projects or programs (1) Local area or other (2) Specify the State and district where projects or programs was undertaken Amount outlay (budget) project or programs wise Amount spent on the- projects or programs Sub-heads: (1) Direct expenditure on projects or programs. (2) Overheads: Cumulative expenditure upto to the reporting period Amount spent: Direct or through implementing agency*
1. Distributing books educational material Conducting seminar for education purpose arrangement of food for needy children and other various development activities for benefit of children. Cl. 2. Work actively in the areas of preventive health and sanitation education eradication of poverty hunger malnutrition Rural areas - Sindhudurg district Maharashtra 7500000/- 7500000/- 7500000/- Contribution to Jayawantibabu Foundation Trust*
Cl. 3. Contributing or collaborating with registered trust
Total 7500000/- 7500000/- 7500000/-

* Jayawanti Babu FoundationRs.s Metropolitan Institute of Technology & Managementis a registered trust (Approved by A.I.C.T.E New Delhi Recognised by D.T.E. Govt. ofMaharashtra & Affiliated to Mumbai University)

The CSR Committee confirms that the implementation and monitoring of CSR Policy is incompliance with CSR objectives and Policy of the company.

May 28th 2015 Amit Sheth Carol Realini
Mumbai Co- Chairman & Managing Director Chairperson CSR Committee

Annexure - 3

FORM NO. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2015.

[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

AURIONPRO SOLUTIONS LIMITED

35th Floor Sunshine Tower Tulsi Pipe Road

Near Flower Market Dadar (West)

Mumbai-400013

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Aurionpro Solutions Limited(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.

Based on my verification of the Aurionpro Solutions Limited's books papers minutebooks forms and returns filed and other records maintained by the company and also theinformation provided by the Company its officers agents and authorized representativesduring the conduct of secretarial audit I hereby report that in my opinion the companyhas during the audit period covering the financial year ended on 31 March 2015 ('AuditPeriod') complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by Aurionpro Solutions Limited ("the Company") for thefinancial year ended on 31 March 2015according 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 thereunder;

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 thereunder to the extent of Foreign Direct Investments and Overseas Direct Investment;

v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-

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

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

c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; (Not applicable to the Company for the audit period)

d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;

e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; (Not applicable to the Company for the audit period)

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

g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company for the audit period)

h. The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the Company for the audit period)

vi. I further report that having regard to the compliance system prevailing in theCompany and on examination of the relevant documents and records in pursuance thereof ontest-check basis the Company has complied with the other Laws applicable specifically tothe Company as per representation given by the Company:

1. Information Technology act 2000

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

(i) Secretarial Standards issued by The Institute of Company Secretaries of India (Notnotified hence not applicable to the Company during the audit period).

(ii) The Listing Agreements entered into by the Company with Stock Exchanges. i.e BSELimited & The National Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance by post and a systemexists for seeking and obtaining further information and clarifications on the agendaitems before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously asrecorded in the minutes of the meetings of the Board of Directors or Committee of theBoard as the case may be.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the company has following events having amajor baring on the Companies Affairs in pursuance of the above referred laws rulesregulations guidelines standards etc. referred to above:

During the year under review Pursuant to High Court Order dated 30 th January 2015Intellvisions Software Limited got merged with Aurionpro Solutions Limited with appointeddate as 01st April 2014.

Place : Mumbai Signature:
Date : 28.05.2015 CS.MILIND NIRKHE
FCS No: 4156
C P No.: 2312

Annexure - A

To

The Members

AURIONPRO SOLUTIONS LIMITED

35th Floor Sunshine Tower Tulsi Pipe Road

Near Flower Market Dadar (West)

Mumbai-400013

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

1. Maintenance of secretarial record is the responsibility of the management of thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.

Signature:

Date: 28.05.2015

Place: Mumbai

(CS.MILIND NIRKHE )

Practising Company Secretary

Membership No.:4156

Certificate of Practice No.:2312