DIRECTORS' REPORT TO, THE MEMBERS, PALSOFT INFOSYSTEMS LIMITED, Your directors present the 22nd Annual Report together with the Audited statement of Accounts of Palsoft Infosystems Limited for the year ended March 31, 2015. 2. BUSINESS PERFORMANCE The Company reported downfall in gross annual turnover, which decreased from Rs. 32.65 Lacs in the previous year to nil in the current year. The Company did not receive any income from operational activities. The Company has incurred employee cost of Rs. 18,38,934 during the FY 2014-15 for the development of Software, however management is not expecting future economic benefit against such cost and the same was written off during the year under review. 3. MANAGEMENT DISCUSSION AND ANALYSIS A detailed Report on Management Discussion and Analysis is annexed with this Annual Report. [Refer-Annexure-1] 4. DIVIDEND In the absence of any income and profits recorded, your director regrets its inability to recommend any dividend for the year on equity shares of the company. 5. DIRECTORS AND KEY MANAGERIAL PERSONNELS Key Managerial Personnel Smt. Anubha Gupta, Whole-time director (DIN: 02914072) was designated as the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014, at the Meeting of Board of Directors held on 30.09.2014. Sh. Prahlad Rai Sarda, was appointed as the Chief Financial Officer (CFO) Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014, at the Meeting of Board of Directors held on 30.09.2014 Ms. Payal Gupta, Company Secretary was designated as the Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of the Managerial Personnel) Rules, 2014, at the Meeting of Board of Directors held on 30.09.2014. Re- appointments At the ensuing Annual General Meeting, Sh. Amit Mahipal Gupta (DIN: 00058701) is retiring by rotation and being eligible have offered himself for re-appointment. Resignations During the year Ms. Payal Gupta had resigned as a company Secretary of the Company with effect from 29th October, 2014 on account of her personal reasons. The board appreciated and taken on records her significant contribution to the Company during her term. Declaration of Independence Your Company has received declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with the Schedules and Rules issued there under as well as Clause 49 of the Listing Agreement. 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO As there was no business operations and manufacturing activities, the expenses relating to conservation of energy and technology absorption are nil and further there was no foreign exchange earnings and outgo during the year under review. 7. CORPORATE GOVERNANCE Revised Clause 49 of the Listing Agreement is not mandatory to the Company hence Auditors Certification has not been obtained. However, as good governance the Company has voluntary disclosed the Compliance to the best extent possible and accordingly the Management Discussion and Analysis and the Corporate Governance Report on compliance with the conditions of Corporate Governance are attached along with the Annual Report. Our Corporate Governance Report for fiscal 2015 is appended in the [Annexure- 4] of the Director's Report. 8. AUDITORS AND THEIR REPORT Statutory Auditor At the 21st Annual General Meeting of he Company held on 30th day of September, 2014, M/s. Kalani & Co., Chartered Accountants, Jaipur, (Firm Registration No. 000722C) were appointed as Statutory Auditors of the Company to hold office for a term of (3) three years from the conclusion of 21st Annual General Meeting till the conclusion of 24th Annual General Meeting of the Company (subject to ratification by shareholders at every Annual General Meeting). The Company has received consent from M/s. Kalani & Co., Chartered Accountants, Jaipur, (Firm Registration No. 000722C), Auditors of the Company and confirmation regarding their eligibility to continue as Statutory Auditor of the Company. Your Directors request the shareholders to ratify the appointment of M/s. Kalani & Co., Chartered Accountants, Jaipur, (Firm Registration No. 000722C) as Statutory Auditors of the Company at the ensuing 22nd Annual General Meeting of the Company and to authorize the Board to fix the remuneration. The Auditors' observations in their report and the relative notes on the accounts are self-explanatory and need no separate clarifications Cost Auditor Pursuant to the provision of Section 148 of the Companies Act, 2013 the appointment of Cost Auditor for the Company is not applicable to the Company. Secretarial Auditor Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s JPS & Associates, Company Secretaries, (C.P. No. 13099) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is appended as [Annexure 3] of the Director's Report. 9. PARTICULARS OF EMPLOYEES The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the Company Secretary in advance. 10. LOANS, GUARANTEES OR INVESTMENTS The particulars of Loans, Guarantees or investment made under the provision of Section 186 of the Companies Act, 2013 are given in the Financial Statements provided in the Annual Report. 11. RESERVE In view of losses, there is no requirement to transfer any surplus to General Reserve Account. 12. MATERIAL CHANGES AND COMMITMENTSAFFECTING FINANCIAL POSITION OF THE COMPANY There have been no material changes and commitments, which is affecting the financial position of the Company which have occurred between April 01, 2015 and the date on which this Report has been signed. 13. BUSINESS RISK MANAGEMENT The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided in Management Discussion and Analysis forming part of this Annual Report. 14. ANNUAL EVALUATION FOR BOARD'S PERFORMANCE Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committee. The manner in which the evaluation has been carried out has been explained in Corporate Governance Report. 15. BOARD MEETINGS The Board met (6) Six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. 16. POLICY ON DIRECTOR'SAPPOINTMENT AND REMUNERATION The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of (5) five members, (1) one of whom is an executive or whole-time director, (1) one is non executive director and (3) three are non executive independent directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub Section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, is appended as to the Corporate Governance Report. We affirm that the remuneration / reimbursement of medical expenses paid to the directors are as per the terms laid out in the nomination and remuneration policy of the Company. 17. BOARD EVALUATION Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report Section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee. 18. COMMITTEES OF THE BOARD Currently, the Board has (3) three committees: the Audit committee, Nomination and remuneration committee and Stakeholders Grievance Committee. A detailed note on the Board and its committees is provided under the Corporate Governance Report 19. EXTRACT OF ANNUAL RETURN In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as [Annexure-2] to the Board's report. 20. CORPORATE SOCIAL RESPONSIBILITY The provisions of the Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company. 21. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(3) (C) of the Companies Act, 2013, the Directors confirm that: i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures; ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year ended on March, 31, 2015 and of the profit of the company for that period; iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) the directors had prepared the annual accounts on a going concern basis. v) the directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. 22. LISTING STATUS AND LISTING FEES Your company's shares are listed and actively traded at the following Stock Exchanges: - BSE Limited Listing fees have already been paid to the above Stock Exchanges for the period upto 31st March, 2015. The SEBI through its press release no PR no. 75/ 2015 dated March 24, 2015 have given the exit order in respect to Jaipur Stock Exchange Ltd (JSE) , therefore the shares of the Company is no more listed on JSE. The Company's Shares are also listed on Delhi Stock Exchange but as the SEBI has withdrawn the recognition granted to Delhi Stock Exchange in November 2014, therefore since then the Shares are not traded over there. 23. RELATED PARTY TRANSACTIONS There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Accordingly no transactions being reported in form AOC-2 In terms of Section 134 of the companies Act, 2013 read with Companies (Accounts) Rules, 2014. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website at http://www.palsoft.in/ corp_announcements.html. None of the Directors has any pecuniary relationships or transactions visà- vis the Company. 24. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES During the year under review, your Company doesn't have any Subsidiaries, Joint Ventures and Associates. 25. SHARE CAPITAL The Company has not issued any type of securities during the year under review. 26. NATURE OF BUSINESS The Company is engaged in providing engineering and designing services along with the software development consultancy services. Further there was no change in the nature of business during the year. 27. DEPOSITS There were no public deposits accepted during the financial year or any amount of principal or interest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, for the financial year ended. The amount of outstanding Share Application Money as on March 31, 2014 has been transferred to Investor Education and Protection Fund. Further there was no unpaid or unclaimed dividend amount as on March 31, 2015. 28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future. 29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made there under, the Company was required to constitute an Internal Complaints Committees (ICC) which would be eligible to hear and pass an order against the allegations of Sexual Harassment filed by any female employee of the Company caused at workplace. But though the Company does not have more than 1 number of female employees and subjected to the provisions of the Section 2 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 the Internal Complaints Committees (ICC) cannot be constituted due to the lack of number of female employees. Therefore the Company has organized an awareness programme for the female employees in respect to spread the awareness of this Act and has informed them to file any complaint of Sexual harassment caused at workplace to the Local Complaints Committee (LCC) Constituted in every District as per the provision of Section 5 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. During the year, no complaints with allegations of sexual harassment were filed with the LCC as per the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. 30. EMPLOYEE STOCK OPTION During the year under report, no stock options were issued by the Company. 31. HUMAN RESOURCES The management has always carried out systematic appraisal of performance and imparted training at periodic intervals. The company has always recognized talent and has judiciously followed the principle of rewarding performance. 32. VIGIL MECHANISM The Company has establishes a vigil mechanism through a Whistle Blower Policy and through the Audit Committee, oversees the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against mechanism of employees and Directors who may express their concerns pursuant to the policy. The policy is uploaded on the website of the Company at http://www.palsoft.in/ corp_announcements.html 33. ACKNOWLEDGEMENT We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. We also thank to various statutory and administrative agencies and look forward to their continued support in the future. BY ORDER OF THE BOARD (ANUBHA GUPTA) WHOLETIME DIRECTOR DIN: 02914072 DATE : 26 August, 2015 PLACE: JAIPUR |